Death Of A Friend, Birth Of A Monster
by kellym01.2
Summary: Turned into a Symbiote by her most hated enemy, bonded to an ex-thief, on the run from S.H.I.E.L.D., taking in a runaway traumatized girl, how long before fate takes her back to Magix and how will her friends change when believing her dead and how will they react to her new form and the return of the worst of foes, I don't own Winx Club or Marvel rewrite of Dead Or Alive
1. Death Of A Friend

Bloom's astral flame rose from her chest and glided into that of Valtor's beastial form, determined to destroy him once and for all, for all those he destroyed and tainted with the darkness that was his soul.

Bloom found her astral form floating in a dark landscape, the only light emitting from the mark that burned brightly of dark fire from the floor and within was Valtor's own astral form.

"It's time that I finally end this" Bloom snarled, fire burning bright within her cyan eyes, she brought her hands together, her palms facing each other, an orange orb began to form. Her eyes never left the dark wizard, a tornado of fire emerged from the orb and consumed the mark of Valtor and he along with it.

Once the flames diminished all that was left was a thick cloud of smoke, she narrowed her gaze. Something was wrong, very wrong, her eyes soon widened in dreaded realisation.

'_He survived…if he hadn't this place would be gone along with him' _she inwardly cried, his dark laughter soon echoed throughout the darkness. A shadow formed at the heart of the cloud but soon became clearer and clearer as it began to walk towards the hovering fairy. He stepped out of the cloud, the monster that had caused many so much pain and had aided in the destruction of her home, Valtor.

"It appears that I must thank you Bloom as you have freed me from the curse of my creators and I am once again my own person" Valtor remarked, crossing his arms over his chest.

Bloom charged at him, flying full speed, rage clouding her sight and mind, all she saw was red. Valtor grew a dark smirk and blinked out of existence, Bloom pulled up after shooting through the space that once hosted the dark wizard, her eyes began darting round, searching for him. His laughter echoed throughout the darkness before he appeared a hundred meters or so away from her.

"Fool, did you really think you could defeat me and here of all places where reality is mine to do with as I please as this Bloom, is my mind and I'm the one who makes the rules here" Valtor laughed, Bloom charged at him once again only to have him vanish once again, Bloom slowed herself to a stop. He appeared behind her and delivered a roundhouse kick to her lower back.

Bloom cried out in pain as her astral form slammed onto the hard surface that was the ground of the plain she had entered, turning to look over her shoulder and up at the smirking wizard, glaring at him, gritting her teeth in anger.

"Now if you are quite finished wasting your energy and my valuable time perhaps you would be willing to listen to a little proposition I have for you?" asked the dark wizard as he lowered to the ground.

"I don't care what you have to offer Valtor I will never make a deal with you" Bloom snarled, her hands becoming fists.

"Really, not even if what I'm offering is a chance for both of us to realise our destinies, you will be reunited with your parents and I, achieving the greatness I deserve" Valtor replied.

"You've tried that trick before Valtor and it won't work a second time, I doubt you even know where my parents are" Bloom snapped.

"And right you are my dear, I do not know but the Ancestresses do, this is what I propose to you Bloom turn your rage on the Ancestrals and join with me, together we will be powerful enough to defeat them and claim what we want" Valtor declared.

Bloom had to admit Valtor sure knew how to make a tempting offer, just mentioning the Ancestrals caused her rage to boil and it didn't take a genies to know what he said was true, she had seen what her power could do and just the thought of what they would be capable of if they worked together was overwhelming to say the least.

Meanwhile…

The Winx glared at Valtor only to have their expressions turn into shock and confusion when they watched as it reverted from beast to human, the Specialists and Winx glanced at each other.

"Bloom may be fighting him on the inside but…the chances of her succeeding aren't exactly in our favour, but if we can do something serious damage to the body it may improve Bloom's chances of victory and even if she fails Valtor won't last long enough to even feel the satisfactory of winning" Timmy proposed.

Sky turned to face his teammate, Bloom still resting in his arms, sending a harsh glare his way, unable to believe he could even think such a thing and to even suggest it out loud that Bloom may not survive the fight.

"How can you even suggest that Bloom would…" Sky didn't even to finish the sentence, already knowing what Timmy had been insinuating, Techna let out a tired sigh, her gaze falling.

"Actually he does have a point Sky, Bloom is fighting Valtor inside of him, where he has all the power, in there he controls reality so even if their powers are equal alone, in there it won't do her any good" Techna explained, tears brewing in her eyes, her tone one of depression.

"Then we make sure she survives and defeats Valtor" Brandon declared, activating his blade and charging at Valtor, piercing his gut and forcing it to run him through until its metallic hilt touched the flesh of his gut, his blood now coated the blade. Brandon stepped back and removed the blade, deactivating it. The blood that had coated every inch of it dropped to the ground with an audible splat.

"Anyone else want a turn or am I alone in this?" Brandon spat. The others were stunned, they had just watched their friend and boyfriend physically run someone through with blade, something they had never seen before. Normally when the Specialists ever sliced or stabbed something it was a mythical creature attacking them and even then it sort of shattered after a single swing and when creatures that wouldn't 'shatter' attacked like the Hunting Troll that attacked them back in their first year they would attempt to take it prisoner. Never had any of them seen blood spilled least of all by their own hands.

Riven was the first to get over his initial shock, he charged at Valtor, raising his violet blade, stopping just before he ran into the dark wizard, he pulled back his blade and ran it through his crotch. The girls' jaws dropped at this assault, never thinking even Riven would have been _that_ cruel, the boys winced and even took a small step back before involuntarily close their legs when Riven twisted his blade a full three hundred and sixty degrees and pulling it out, deactivating it and watching with great satisfaction as Valtor's blood fell to the ground like it had when Brandon had ran him through, a dark smirk growing as he watched blood begin to pour from the new wounds, not bothered by the metallic stench that emitted from it.

Meanwhile…

"Even as tempting as your offer is Valtor I will never side with you now prepare yourself for I will send you to hell" Bloom spat, a orange aura surrounding her and expanding into the form of a dragon, acting as if composed of flames.

Valtor opened his mouth to reply before calling forth his own power, only all that emerged from his mouth was a gasp of pain, he doubled over in pain, agony surging through him and burning his veins.

"What…t…th…the hell…is…happening?!" Valtor roared out in pain.

'_My body…shit how could I be so careless…looks like Bloom will have no choice in the matter of helping me'_ Valtor thought to himself as his dark smirk returned to his face.

"LEAVE!" Valtor roared as he rose to his full height once again, sonic waves firing from him, shaking the reality around them, the waves struck Bloom and forced her out of his body, she screamed in pain as she flew through the air and slammed into her body, her eyes shot open, she gasped for air as she bolted upright, her eyes darting around.

She was greeted by the sight of Sky approaching Valtor, his blade activated and poised to pierce his cold, dark heart and thus claiming her life and no doubt wipe the reality that was Valtor's mind, taking her with him, she doubted she would return from her journey but she never thought Sky of all people was willing to kill her with the dark wizard. Only Bloom wasn't aware that she would have had a few minutes in which to escape before reality would collapse around her and it would be her best chance of escaping, though incredibly risky, however, all she saw was her boyfriend, the one she loved, willing to kill her. Neither did he know the full affects of what he would do, unaware of what would happen to Bloom if she failed to get out before he delivered the final blow.

Sky drove his blade forward, Valtor's eyes shot open and he gripped the edge of the sword, halting it before it could even pierce his clothing, he didn't even wince as he felt it burn through the flesh of his hand, he rose his other hand and blasted Sky's chest with an orb of dark fire, he flew back, striking the wall of the cavern before falling to the ground unconscious.

Valtor fired a second attack with a radius that struck everyone and everything that was around him in the cavern, he fell to his knees, thoroughly soaked in his own blood, he began to drag his body over to the now unconscious Bloom.

"You will give me your power and keep me alive whether you like it or not" Valtor snarled before hovering his palm above the adolescent redhead, he began to chant in ancient tongue. His hand began to glow with a black aura, one that soon engulfed Bloom's body.

Bloom's flesh began grow hotter, her skeleton beginning to liquidize along with her organs, mixing with her blood and the other juices of her body. On the outside her body began to retract, her clothing absorbing into her flesh as was her hair, her delicate flesh absorbing the liquid on the inside and turning dark in colour until all that was left of the princess was a puddle of thick black goo, the dark aura around it and his hand vanished, he began to fall, his hand slammed onto the puddle, catching his body before he could fall.

The goo acted on instincts, clinging to Valtor's hand before beginning to travel across it and up his arm before beginning to make progress over the rest of it, determined to fully bond with its host before she expired, been newly 'born' it was weak, as weak as she would be as if been recently replicated, or born as humans called it, she needed a host to survive and soon she was bonded to the dark wizard and had set about healing him on instinct and magnifying his powers as well as allowing him access to the powers she already had accumulated as was the nature of her species, prolonging the life of her host while making it stronger and more useful. Only in this case it wouldn't be the one taking over, Valtor had seen to the fact that she wouldn't be able to control him overtime.

His dark smirk grew as he felt his wounds closing up, his blood regenerating and certain appendages been restored. _'Now I just have to get away from here, for now anyway and find a new source of magic that I can use to replenish my own'_ Valtor planned mentally before opening a portal and entering it.

A Couple Hours Later...

The Winx, or what was left of them, and Specialists stirred, returning to the land of the conscious, low groans emitting from each one of them as they slowly sat up right, all gazes bolting round, searching for the dark wizard that had done this to them, relief filled the air when they saw he was nowhere in sight but that blissful relief still turned to pure dread and fear as they noticed he wasn't the only one absent.

"Err...guys, where's Bloom?" Flora asked timidly.

"Got me, the last I saw her was when she was unconscious in Sky's arms" Brandon admitted, they all nervously glanced in each other's direction, hoping someone had seen anything else but since all the attention had been on Valtor that nobody had noticed Bloom wake up. Silence filled the air.

"Guys...I...I'm sorry to have to be the one to say this but...the chances are that Valtor...took her out" Techna explained, her voice shaking as salty tears stung her eyes as she tried to force them back.

"What do you mean?" Sky asked, not even willing to consider what the technology fairy was saying.

"She's saying that while inside of Valtor she was at a colossal disadvantage and if she isn't here she would be...she would have to be dead" Timmy choked out.

"No...there's no body if she had...lost...there would still be a body" Sky insisted his voice growing frantic in his panic.

"No there wouldn't, I know that spell, it links the mind and body, they were connected even when separated and as such suffered the same fate as the mind, he...destroyed...her astral body and as such...destroyed her body...there would be and is nothing left" Techna choked out, no longer able to hold back the tears that now streamed down her cheeks. Sky fell to his knees, a void opening within his heart, a void that would never be filled, the same happened for each and everyone of the Winx and Specialists.

A/N This fic will be a complete rewrite as you can tell from this chapter and as such will be very dark, later chapters may make reference to rape, child abuse, physical, mental and emotional abuse, a warning for those who maybe on the younger side or can't stand reading about it, you have been warned, I'm leaving the old fic up on my old account as always do for those who do like it and for any interested on how this fic started though I wouldn't recommend it. Chances are this will be a yuri pairing (girlxgirl). Bloom will have a different host in this fic, I will eventually post a poll concerning the future host unless I decide on one myself in which case I will mention into in author note. Plz review and any suggestions will be greatly appreciated, I'm rewriting this fic due to request of its continuation since originally it was a lost cause, that and my current addiction to Symbiote fics.


	2. An unlikely Alliance

Shadowhaunt…

The portal opened in the centre of what had been Darkar's thrown room, the dark wizard stepped out from the portal, it snapped shut behind him and he made his way to the throne before been seated upon it.

An agonized sigh escaped his lips. He could feel it, feel Bloom healing his wounds, closing the cuts and regenerating what had been severed as well as the blood he had lost.

'_Oh those blasted faeries and amateur heroes…but still have to give them credit for going for a killing blow, too bad they didn't deliver it when they had the chance, but if it wasn't for them I wouldn't need Bloom and could of simply killed her to claim her power'_ Valtor mentally cursed.

"Let's see thanks to those girls all the magic I have collected is gone and I have drained my powers and have been injured to the point I am vulnerable and no doubt the Ancestrals will try again soon to take control of me…I need more magic the question is where can I find it and even when I do find it I will need minions to aid in collecting it" Valtor mused allowed.

He waved his hand and a sphere appeared before him and within showed the Trix, behind bars, collars around their necks preventing them from using their powers and any form of magic. Valtor's expression turned grave.

'_I don't have the power to break them out of there…at least not until I have fully healed'_ he mused before letting the sphere dissolve. He snapped his fingers. The ground began to shake, boulders fell from the walls and began to combine together until four golems were formed, they approached Valtor before dropping to their knees and bowing their heads.

"Now that covers minions, for now anyway" Valtor muttered "Now go and guard all the entrances too this place, destroy anything that tries too enter this place" he roared, the golems nodded before rising back to their feet. They split up and started to head down the caverns, heading towards the entrances.

Valtor's Mind…

Within the vast landscape of darkness lay a young girl in a circle of light, the only spot of light, a pale light. Her fiery hair cascaded around her, highlighting her upper curves. Her clothing absent, her complexion pale, her eyes closed and her breathing weak.

'_Where am I?...I feel like I know this place…or should know it…something's wrong…why do I feel so weak…so cold?'_ these questions echoed throughout her mind, encircling her. Her body rolled onto its side and curled up into a ball, attempting to protect herself from the cold and the darkness that surrounded her.

Alfea…

The Winx or what was left of them returned to Alfea and headed straight for Faragonda's office, Flora leading the charge, flames of rage and anger fuelling their eyes.

'_Valtor I swear the next time we meet I will kill you' _Flora inwardly swore, the thoughts of the rest of the Winx weren't too different from Flora's, all swearing to kill Valtor for what he had done, for taking their friend from them.

They approached the double doors that led to the headmistress' office, they didn't slow down, Flora slammed her palms against both doors, they swung open to their full extent, slamming against the walls. Faragonda's head bolted up in shock, her heart skipping a beat at the sudden and rather violent entrance to her office, her heart rate increased as she saw the fires burning in the Winx Club's eyes, they looked about ready to kill.

They approached the desk, Flora taking an extra step closer and slamming her palms on the desk, the desk and all the items upon it shook from the force of the shockwaves generated by the impact of her fists.

"Find Valtor" Flora snarled.

"What? What is the meaning of this and where's Bloom?" Faragonda asked, the fear in her voice unmistakable.

"She's gone, now you can find Valtor, find him!" Flora spat, her tone dripping with venom, shivers travelled down the spines of all those who heard it.

"Gone? What do you mean gone?" Faragonda questioned.

"She fought Valtor within his mind and he killed her" Techna answered, tears brewing in her eyes and her voice cracking once again.

"But during his fight with her the boys managed to severely injure his body but he escaped, but when you tell us where he is and we find him before he heals we can finish the job" Flora snarled, tears streaming down her cheeks.

"Girls I can't find Valtor unless he makes a public appearance like he always does and until he does I can't help you find him and besides…I wouldn't tell you even if I knew his whereabouts with you acting like this, take time and grieve, Bloom wouldn't want you to avenge her by killing" Faragonda stated, burying her own emotions. Flora lifted her fist and slammed it on the desk once again.

"Fine, of you won't help us find him then we'll find him ourselves" Flora spat before turning her back to the elder woman and charging towards the door, the Winx parting out of her way and taking off after her. Flora violently swung open the doors once again and left the office, the Winx close behind her.

"So how do you plan to find him?" Stella asked, her own hands curling into fists.

"By having a word with the Trix, they worked for him, they know him, they'll know where we will be able to find him" Flora hissed.

"And what makes you think they'll tell us?" Musa questioned.

"Valtor left them resulting in their capture they'll want revenge and if that's not reason enough to help…we'll force them" Flora stated, the Winx stiffened at hearing this.

'_Who knew Flora could be so…violent?'_ Layla mentally stated, her mental tone one of complete disbelief.

'_What's gotten into you Flora, we're all…upset about Bloom but you're…you've done a three sixty in your personality what happened to the Flora who wouldn't hurt a fly?'_ Musa inwardly questioned, her gave moving up and down the nature fairy, analyzing her.

'_Bloom was the first friend I ever made, the first person outside of my family to show me kindness without having been paid to do so, the first not to be intimidated by my title…and Valtor took her from me and for that…I'll kill him'_ Flora mentally spat, her fists curling inwardly, the flesh of her fists turning pale and her nails digging into the flesh of her delicate palm like claws.

The group made their way to the Courtyard so to be sure that none of the passing students would be caught in the teleportation spell, they didn't stop until they were at the centre of the grassy field. Flora turned to face the sun fairy.

"Stella, since teleportation seems to be your specialty take us to where the Trix are" Flora said with a commanding authority the others had never seen before this day even after having known the nature fairy for three years, two years in Layla's case.

"Okay" Stella stammered, she called her sceptre to her so as to increase the power of the spell and make it more accurate, she twiddled it between her fingers, the circular end began to glow brightly, her body was soon engulfed in a glow of its own. Once it faded she stood in her enchantix form.

"Teleportus" Stella declared, the group were engulfed in a bright light. The light soon collapsed in on itself and once it had the girls were no longer there.

Prisoner Transportation Ship…

In the rear holding facility of the ship were many cells but only one was filled, with three certain witches, Stormy and Darcy sat on a bench at the far left wall while Icy leant against the right.

"I can't believe we actually liked that guy" Darcy muttered, disgusted by the memory of the sight of the dark wizards beastial form.

"Yeah no kidding" Stormy spat.

"He'll pay" Icy muttered, the duo turned to face their silver haired sister.

"How, we're stuck in here, powerless and on our way back to the Omega Dimension?" Stormy questioned.

"That doesn't mean we're going to take this lying down, Darkar betrayed us and the day he did he perished and we stopped him from completing the ritual to its full extent through our arrival and this time we'll make sure that Valtor pays the price for leaving us high and dry, he isn't coming back to us, we helped brake him out of that frozen wasteland and this is how he repays us…mark my words sister he will pay when we get out of here" Icy spat as she fingered her collar.

A bright light appeared between the trio, the Trix stiffened and instantly stood to attention when the light faded to reveal the Winx Club though lacking a certain member.

"What do you want pixies and where is Bloom?" Icy sneered.

"Dead, Valtor killed her, which brings us to the reason we're here, you're going to tell us where we can find him" Flora spat, taking a step towards the ice witch.

"He killed her?" Icy gasped, her voice but a whisper, her body filled out with rage, she was supposed to be the one to kill Bloom "That bastard that honour was to be mine" she spat.

Flora's arm shot out, her grip encasing what was exposed of Icy's neck, slamming her against the wall and making eye contact, the silver haired witch let out a small but sharp gasp at seeing the killer intent that lay within them.

"Say that again and you'll be joining Valtor in his fate…like you could kill her" Flora stated, her voice dripping with venom at the start but near the end turned into a sneer of mockery.

"What is that supposed to mean?" Icy spat.

"You always say you have what it takes to be a killer and have threatened to kill but I just don't see killer in your eyes, so explain this to me Icy you've had hundreds of opportunities to kill us and Bloom, even outside of battles you know where we live, where we sleep, not too hard to get into our dorm and slit our throats as we sleep yet you never did" Flora stated.

Icy fell silent and averted her gaze from that of the nature fairy.

"You're not a killer, now tell me where is Valtor" Flora roared.

"We don't know" Icy admitted through gritted teeth.

"But you know him, use this knowledge to predict his location" Flora spat.

"You can't predict Valtor, besides what's in it for us if we do help you?" Icy asked.

"I won't kill you" Flora spat.

"Not enough, how about a deal, you get us out of here and we'll help you locate Valtor and take him out once and for all" Icy proposed.

"You said you couldn't predict where he would be" Stella said.

"And that's true we can't predict his location but we can…once these collars are removed, sense him when he uses his powers, if he casts a single spell we'll be able to follow his mark to him, the mark he branded us with will allow us to find him" Icy replied.

"Deal, name your terms" Flora stated.

"Break us out of here, remove these collars, provide us with some of your dust so as to remove the mark so that we can fight Valtor once he is located and once the job is finished you let us go and we let you go, no fight no nothing" Icy stated.

"Fine" Flora muttered, she raised her hands on was engulfed by a bright light, it faded to reveal her in her enchantix form. She flexed her fingers, conjuring two emerald orbs of light bringing one to face Icy, placing it on the collar, it combusted, slamming Icy against the wall with more force, she fell to her knees, gasping out in pain. Flora turned to face the remainder of the Trix, conjuring another orb to replace the one she used on Icy before repeating the action with them.

The duo, were blasted against the wall before too falling to their knees, gasping in pain.

"Flora how could you release them?" Techna cried.

"They can lead us to Valtor when he uses a single spell and it will make it easier to defeat him, if we face him alone the odds would be against us but here the playing field if more even" Flora explained as she conjured three small pouches and placing some of her dust into them before giving one to each witch.

"But we can't trust them" Musa interjected.

"If they try anything they'll share that bastards fate, I'll see to that personally" Flora stated, her tone cold and unfeeling, sending shivers down the spines of both the Trix and the remainder of the Winx.

The Trix rose back to their feet, brushing off their clothing and placing the dust in a pocket dimension where it would be safe.

"Don't worry about our treachery we have a bone to pick with Valtor…oh and Flora we may appreciate been freed but if you do that again and you'll join Bloom" Icy sneered.

"Try it and you'll join Valtor, we only need one of you, so you're expendable and I don't care if you help us willingly or by force" Flora spat before turning to Stella, feeling some form of gratification of seeing the horrified and fearful expression the ice witch wore.

"Take us back to our dorm" Flora stated, Stella only nodded before teleporting them back to the Alfea.

A/N Hope you all like the update, raise your hand if you predicted any of this, plz review as the number of reviews will determine whether or not this fic will be continued. Plz review and any suggestions you have will be greatly appreciated.


	3. Breaking Her

Valtor currently sat atop his throne at Shadowhaunt, planning his next move, he needed magic and it couldn't be well-guarded, not while he was still weak and it couldn't be anything that would draw attention to himself. A low groan echoed throughout his mind, feminine in nature.

'_Err…where am I?'_ came the voice, one he knew well and loathed with every fibre of his being.

"She's waking up…no it's too soon an infant Symbiote like her should be out for a month or two before she would allow her presence to be known" Valtor mused allowed his tone one of confusion. For Valtor knew how the Symbiote race worked when they reproduced in hostile environments they would place their offspring in the body of a future host, if they actually bothered to care, Symbiote weren't known for kindness to their own kind, even children and would gladly kill them if it suited their means. However, on the odd occasion they did place their young in a host the infant would remain unknown and untraceable until the day it matured enough to make it's presence known and force itself upon its host, converting them into something to better suit the Symbiote's needs. This was why many societies saw them as monsters, when they bonded with something they full took over, until there would be nothing left of the host,

The host themselves would lose themselves in the Symbiote, normally going mad with the power it granted them, combined with the aggression the Symbiote caused by its nature. The longer someone was bonded to a Symbiote the more of a struggle it would be to break the bond for the Symbiote would and will fight to stay with the host and the host will find it harder to live without it. Some who were fortunate enough to break the bond always went back for it, the Symbiote like a drug for them, they were addicted to it, needed it and in result would lose themselves to it. But it wasn't just mental challenges hosts would face at breaking a bond with a Symbiote, if they were bonded to it for too long their body would grow dependent on it, having been almost completely taken over by it and would die if apart from it for too long.

"Bloom can't of developed enough, matured enough to attempt to seize control of me, it's barley been a day since she became one" Valtor mused aloud, he closed his eyes and searched for the Symbiote he had bonded too, he needed to find her to ensure she wasn't waking up, his wounds were still barley healed and he was weak, vulnerable he needed her out enough so that she could heal him instinctively without physically fighting for control.

Valtor's Mindscape…

The dark wizard, dressed in usual Victorian aristocrat attire found himself once again in the vast darkness of his mind, where his consciousness had been imprisoned by his creators, the three ancestral witches.

"I know you're here, I can feel you" Valtor muttered in anger as began to make his way across the landscape, searching for the slightest hint of Bloom. He needed to find her and find her he did.

He could see it, the single piece of light within his mind, light brought by that of his new Symbiote, still yet to be tainted by the darkness of her nature and by his own darkness. He closed in on her with incredible speed, a dark gleam in his eye, he stopped a step or so from her.

Bloom lay on the ground, not a stitch of clothing on her body, curled up into a ball and shaking whether from the cold or fear was anyone's guess but Valtor preferred to assume it was the latter. Her eyes squeezed shut, baring her gritted teeth. Curling up tighter in the dark wizard's presence.

"So you're not waking up, yet, I must have been picking up your stray thoughts" Valtor mused allowed, beginning to consider that by forcing Bloom to bond with him while still developing rather than implanting her within him could have caused this.

He grew a dark smirk and the sinister gleam within his eyes seemed to glow brighter as he was struck with an idea on how to make it easier for him to control Bloom and her new aggressive nature. All he needed to do was break her, attack her mind until the very thought of him terrified her. He raised his hand above her nude, shaking body, it began to glow with a dark, near black purple aura.

'_After all, there is no need to dirty my own hands in breaking her when I can use her own mind to do it for me'_ he thought to himself with a dark chuckle.

Bloom curled tighter upon itself, her shaking grew more frantic as images of the dark wizard filled her mind, images of the Trix, Darkar, her friends, both the Winx and the Specialists, each one of them wearing a dark lustful smirks.

Bloom's Mind…

Within her mind a mental apparition of herself was bound in chains within a dungeon, not a single stitch of clothing upon her body, chained to the wall, arms spread wide, legs in a near frog like positions, straps around her kneecaps, preventing her from straightening them, a metallic collar around her neck, attaching it to the hard, cold, stone wall, preventing her from using her magic, there was no light, just darkness. She couldn't see the nose upon her face. But she knew they were there, knew who was there.

His dark laughter echoed throughout the dungeon, her head bolted round, or at least it tried to. She gasped from breath at the attempt of motion forced the collar against her neck, applying pressure to her windpipe, she forced her head back gasping for breath.

"You really are pathetic, it is hard to believe that this is the princess of Sparx, the only one to survive the massacre, the last of her people, oh how the mighty have fallen indeed" Valtor chuckled.

She could hear him but she couldn't seem him. Something gripped her left bare breast and squeezed it hard, she screamed at the contact, her heartbeat increasing, the touch alone had scared her but when he continued to squeeze her heart was consumed in fear.

The dark laughter of her captor only increased in volume and continued to echo around her.

"You're pathetic, you scream at a single touch, let's see how much you scream after this" Valtor chuckled, Bloom heard a click of his fingers, that's all she heard, all the warning she received before pain surged through her. Teaching her that the collar did more than simply prevent her from using her powers, several hundred volts surged through her body, she screamed by hell did she scream, agony surging through her, tears began to slide down her cheeks and dripping onto the floor.

The shocks stopped and Valtor's laughter only continued. His hand slapped across her face, she gasped in pain, the stinging sensation growing, she could feel the mark appearing upon her cheek

"Aww are you crying, you really are pathetic, how in the world did you cause me so much trouble, you're worthless, just a little whore to be used at my will and that of the others, just a little worthless whore" he said. She gasped a look of pure horror appearing upon her face, not that it could be seen as she felt two of Valtor's fingers invade her vagina, entering it, all the way to the flesh of his hand, he broke it, blood began to seep out from her crotch, around his fingers.

"So tight and so bloody, you have dirtied my hand you bitch" he snapped, slapping her again, on her other cheek with his spare hand. He removed his fingers forcefully before forcing the two digits into her mouth, her gag reflex activated and her entire body convulsed, attempting to clear her mouth but all that happened was her head moved back and fourth, slamming her neck against the collar, only making it harder to breath.

"Clean them you bitch" Valtor hissed, Bloom tried to shake her head only to have the collar grow tighter, she gasped, or at least tried to, he forced his fingers in further, nearly touching her uvula "Clean them" he repeated, the frustration and anger in his voice growing, she had no choice now, the collar began to tighten with every second she did not obey, she began to lick the digits clean, she could practically hear his smirk, he removed his digits. The liquid still in her mouth, she tried to spit but she had no strength to do so and since she couldn't lean her head forward to let gravity release her from the horrid metallic taste that tortured her mouth.

"Swallow" was all he said, Bloom felt the collar tighten, it was now near impossible to breath, she gulped forcefully, emptying her mouth of the revolting contents but the taste remained.

"Well done slut and now I shall leave you with others" Valtor said, he turned his back upon her, she heard the shift in his clothing along with his footsteps as he walked away. The sound faded, Bloom let out a small sigh of relief, tears still streaming down her cheeks, hoping that the collar would give a little, but it didn't it remained in place forcing her to fight to breathe. Her relief was short lived as footsteps once again echoed throughout the dungeon once again but they were different.

"Why hello Bloom, long time no see" greeted a dark voice that she knew well and thought she'd never hear again.

"Darkar" Bloom gasped out, her voice cracking.

"Yes, it is I dear Bloom and now you shall pay for stopping me from claiming the ultimate power from the realm of Relix" he chuckled. Her heart began to pound harder and faster. Black fires engulfed her body, she screamed by hell did she scream, enduring the pure agony as the black flames consumed her body, licking at her tender flesh.

This was only the beginning as they all came one by one and used her body, the Trix, the Winx, the Specialists, even Sky, each one of them using her body and relishing in causing her pain.

2 Months Later…

Valtor sat cross-legged in the centre of his throne room, in a meditative position, searching, reaching out with his mind, searching for vulnerable magic ripe for the taking. He hadn't heard anything from Bloom, other than the odd mental scream and 'please no' that reached his mind and whenever it did he smirked, everyday she would be tortured by friend and enemy alike, each day he got closer to breaking her.

Her screams echoed throughout his mind once again, he grew a dark smirk, finding pleasure in hearing her screams.

'_I'll kill you for this, I swear I'll kill you'_ she screamed, Valtor's eyes snapped open.

"Interesting, even after this length of time she still hasn't given up…oh well her loss judging by her rate of development it'll be at least another month before she matures enough to do anything" Valtor chuckled before closing his eyes once again and reaching out, searching for magic he could claim and use to give him strength.

He felt it, a small orb of magic located in an environment that could be considered exotic to those with magic just down to its lack of. Earth a single magical being was found, unprotected and completely vulnerable with an object of immense power within their possession. The magical being itself was young and inexperienced, her magic raw and untapped. His eyes snapped open.

"Looks like I have finally found my target and I am almost fully recovered and once I have that power I'll be able to pick up where I left off" Valtor declared, bursting out in dark laughter once again. He rose to his feet and raised his arms, firing beams of electric blue energy into an empty space, opening portal to Earth, he stepped into it.

Alfea…

The Trix currently sat atop sofas in the main living area of the Winx Club's dorm, Flora off to their side in a single chair, keeping a close eye on them, she never let up, going so far as to use a collection of spells so as to not be affected by not sleeping, every second of every day she watched the Trix, ensuring they didn't try anything and that the second they learned of Valtor's location she would know.

The Trix stiffened and Icy grew a dark smirk, they could feel him through his mark, they could feel his magic, they followed the trace of his magic only to find it move and reappear on a different planet. Icy rose to her feet and turned to face the nature fairy, her eyes had risen when she had rose, they made eye contact, it still unnerved Icy that the most gentle and harmless of the Winx was the one who was willing to kill, it was terrifying what she was willing to do.

"He's on Earth, he used a teleportation spell if we hurry we can get to him before he leaves his current position" Icy said, Flora's response only consisted of a single nod, her expression hardening, she took out her phone and sent the message to the others to get back there now or be left behind.

'_The time has finally come, today Valtor, I will kill you with my own hands'_ Flora thought to herself with determination, reaching to a side draw, unlocking it before opening it and dipping her hand into it and fishing out a couple items, hiding them upon her person, slipping on a pair of gauntlets Helia had loaned her.

"Today it ends" Flora stated, her gaze hardening and her hands becoming fists.

'_Who would of thought that such a nice, innocent and naive fairy like her could turn out to be worse than any witch at Cloud Tower, heck she's nearly as bad as our ancestors…the Ancestrals'_ Icy mused, she approached the nature fairy, Flora turned to face her once again, Icy leaned in and whispered something to her, pulling back to take in the expression of the fairy, it revealed nothing.

"I will consider it" was all Flora said, the rest of what was left of the Winx Club entered the dormitory, all in their enchantix forms and ready to face the dark wizard.

'_You'll pay Valtor'_ Flora mentally spat, the negative feelings took root within her very core and she transformed into her own enchantix forms, she could feel the darkness within it but paid it no sense of mind, she would ignore it, at least until Valtor was burning in hell.

"He's on Earth, some place called New York, according to the teleportation spell" Icy said, the others nodded and Stella summoned her sceptre, the Trix applied the dust to their marks, dissolving them.

"Teleportus" Stella declared, they were all engulfed in a bright light.

A/N Hope you all 'liked' the update, darker than I originally planned it, wasn't supposed to be this dark for a couple more chapters yet but things change, PLZ REVIEW, any suggestions will be helpful, remember though less reviews sent in the lower the chance of an update.


	4. Locating Valtor

New York…

The portal opened in a dark alley and Valtor stepped out, enjoying the feeling of the cool breeze as it combed through his hair. His expression darkened.

'_Now to find this source of magic'_ he mentally muttered, preparing to go out in search of the magic he planned on absorbing so as to restore some of the power the Winx had stolen from him when they released his spells from their containment. He took a step towards the exit of the alley, the portal shrunk out of existence, closing; he grew a dark smirk only to have it fade when a bright light erupted before him. He shielded his eyes and stumbled back, the light faded.

He blinked rapidly, his sight restoring, he turned to face what had caused his temporary blindness. There only a few paces from him stood both the Winx and the Trix all ready for battle.

"Well this is a surprise; to what do I owe the pleasure of this little welcoming party?" Valtor chuckled, his gaze hardening and focusing on the Trix, they were unaffected and still ready to fight.

'_So they removed my mark'_ Valtor mentally muttered. Flora stepped forward, she began to slowly raise her hand before thrusting it out full speed, vines erupted from the ground, shattering through the ground the dark wizard stood upon, he flew back from the minor explosion and landed on the other side of the alley, at the other exit.

"You took Bloom from m…us and for that Valtor you shall share her fate" Flora spat, the killer gleam returning to her eyes.

'_It's always the quiet ones'_ he mentally muttered, he snapped his fingers a cloudy blue portal opened, lightning striking from within it. Four golems stepped out from the portal, each one two heads taller than Valtor himself and ready to fight, the portal closed.

"Destroy them" Valtor ordered, he turned to take his leave.

"And where do you think you're going" Flora snapped, vines erupted from the ground once again, this time in front of Valtor, forming a wall and ceiling off the exit, he turned to glare at the offending fairy before thrusting out his arm and firing a black beam towards her.

Flora fired a light green beam in response, the two collided and began to mix, surprising both parties, the ends of the beams intertwined, Flora's light green beam soon turned dark and Valtor's attack was infected by a sickly green substance, the green taking on a crack like pattern, moving towards Valtor and within Flora's now dark green attack a black crack appeared and began to make its way towards her.

Neither one was willing to call off their attack knowing which ever one did would be hit by their opponents attack and would no doubt pay the price for it and so the cracks continued to approach the two foes until it reached their hands. The beams combusted, blowing the duo back, both gasping in pain.

'_What the hell was that…?'_ Valtor mentally gasped, lifting his hand so as to check for injury or a reason for why the attacks intertwined or perhaps even the results of it, he found what he was looking for, a green vein like…vein really was visible atop his hand, stopping just short of his wrist.

'_The bitch infected me if her nature magic…damn it of course, two ultimate forces darkness and nature…what should I expect when these two forces meet'_ Valtor berated himself, hoping whatever the nature fairy had done to him hadn't caused any serious damage. Flora's gaze shot up at the dark wizard, not bothering to inspect for injury, if she had she would of noticed black vine like veins appearing on her hand, the duo rose to their feet and charged at one another.

The golems charged towards the rest of the Winx and the Trix, fists raised high so as to pound them into bloody pumps, the Winx split into teams of two and took on a single golem each while the Trix remained together and prepared to battle their replacements.

Layla and Musa assumed an offensive stance, the stopped just in front of the duo and proceeded to bring its fists down upon the fairies. The duo spared one another a single glance before nodding together, they dodged the attack, Musa shooting upright while Layla in a burst of speed closed the remaining distance between her and the golem, causing its torso to arch over as its fists struck the ground, forming a crater.

"Morphix chains!" Layla declared as purple shackles formed around the golem's wrist, connected by a purple chain, a similar colour weight forming along with them, connected by a chain connected to the centre of the chains, lightly buried into the ground "Musa now" Layla yelled as she rolled out between the golems legs.

"Gotcha, sonic wave!" Musa declared, firing sonic waves at the golems back, striking it and causing its back to crack from the force of the sonic waves, the golem lightly bent its arms before swinging round with such speed and force that the duo had no time to respond, the weight shooting of the ground and swinging round, catching Layla's upper body in its chain causing her to go flying with it while the weight itself struck Musa's temple, the music fairy was thrown into the building on the right hand side of the alley, causing web like cracks form, the chain lost its motion and Layla flew towards the music fairy, slamming atop her body, the music fairy was enveloped in a glow and when it faded she was once again in her human form, the cracks upon the wall spread and grew in size, they let out groans of pain and exhaustion.

The weight dropped back to the ground and the golem began to approach the duo once again, hands still curled into fists and when the chain met its limits the weight was dragged along with it, not even slowing it down and it was soon upon both fairies. Layla's eyes slowly opened to be met with the sight of the golem fists raised high above its head, preparing to bring it down upon them. The motion began and the fist began to quickly close in on Layla's head. she rose her hands up as if to block the attack, arm above her head.

"Morphix dagger!" Layla screamed a giant dagger shot from her hand, easily as tall as herself and very wide. it pierced the golems chest up to its hilt and threw it back into the opposite building a foot or so above the ground. Layla let out a sigh of relief, doubting that anything could survive that sort of attack, her body shaking. She was terrified but not only for what had happened but for what she had done, she had never made something so deadly with her morphix before.

THUD

Layla's gaze shot up, her heart skipping a beat as she heard that sound and then it stopped all together when she saw the golem not only still 'alive' but had pushed itself and the blade out of the wall and was now approaching her, unhindered by the blade in its chest. It gripped the hilt of the blade and removed it and held at its side, preparing to use it against its creator. Layla's eyes were wide with fear, this thing was near impossible to beat before and now she had armed it. She slowly rose to her feet, her legs violently shaking to the point that she nearly collapsed a few times. She looked up to see the creature was upon her, it pulled back the blade, preparing to run her through, Layla rose her hands so as to blast it back again, the blade began to drive forward, time seemed to slow down.

Layla's hands began to glow with a purple glow of power. A shimmering purple sphere forming within her hands, convulsing, almost ready to fire, it burst. Layla felt her body began to fall, her power leaving her, reverting back to human form. The blade pierced her flesh, she gasped out in pain both blood and spit erupting from her mouth, she was driven back, slammed into the wall until the hilt met the flesh of her exposed stomach, the golem released the blade and turned to the unconscious Musa. Layla followed its gaze, Musa was unconscious, blood seeping out of her cranium where the weight had hit her, a bad bruise atop her head, but it wasn't alone anywhere on her body where Layla could see exposed flesh she could see a single bruise if not with a partner. Musa needed some serious medical attention as did she but she doubted they would receive it, the golem pulled back its fist and began to drive it forward, aiming for the music fairy's head

...

The secondary team was that of Techna and Stella and much like its partner the golem charged straight towards the two fairies, fists merged above its head so as to bring it down upon them and crush them, pulverise them until they were nothing but a bloody stain on the pavement.

"Leave this to me" Stella declared, charging up her sceptre "Sun beam" she declared, a bright yellow beam erupted from the sceptre, striking the golem in its exposed chest, it came to a halt, so as to stand its ground while been hit with such a powerful force, the sounds of cracking and bubbling could be heard before the beam emerged from the centre of the golems upper back, Stella grew a victorious smirk and stopped her attack, watching the golem, awaiting for it to simply fall or disintegrate, to be vanquished, lava seeping from the hole showing Stella's sun beam had affectively melted the rock that was its chest and reverted it to its original state of been magna.

Its fists fell to its side, Stella's smirk grew...it vanished when the golem began to approach her and Techna, proving the wound Stella had inflicted hadn't hindered it in the slightest and had merely caused it pause for a second.

"It isn't a living thing Stella, it's a Golem, forged from magic and an element, all it is, is dark magic and rock you can't kill it by running it through...it has to be completely destroyed" Techna explained her tone frantic and her voice fast, Stella's gaze zoned in on the new hole within the golem's chest and grew a small smirk.

"No problem" Stella declared confidently, charging up another attack, waiting until the golem was right on top of them, figuratively speaking, the sceptre now glowing and even pulsating with a power, it rose its fists and conjoined them so as to bring them both down upon Stella, her smirk never leaving her face. The fists came down, Stella shot up and past the fists, the fists struck the ground forming yet another crater, Techna began to charge her own attack, deciding she could no longer wait for Stella.

Stella positioned herself directly above the golem before driving the end of the sceptre into its head, a power beam erupting from it, consuming both the golem and Stella, Techna shielded her eyes from the light, it faded and Stella flew back to Techna's side, they both turned to look upon what was left of the golem, Techna blinking rapidly so as to clear her vision. Once it was clear she saw that all that was left of the golem was a rather large pile of magma.

"There the body is completely destroyed" Stella said confidently, the magma began to bubble and Techna took a step back, Stella frowned "What?" she asked in confusion.

"Stella you didn't destroy it, you only altered its physical state, changed the material it was made of" Techna explained, her voice shaking, Stella turned to look back at the magma, wondering what Techna was talking about and to grow pale when she realized what the technology fairy was referring to. The golem has reformed from the magma, though its legs now more of oozy tail like substance, like a slug, its head conjoining with its body and bright yellow eyes appearing upon it. It began to approach the duo, dripping boiling lava from its body.

Techna raised her hands and fired emerald electricity from her fingertips at the golem, it didn't even slow down and merely continued to approach its targets.

"Err...Techna how do you fight lava?" Stella stammered.

"You don't the only way to stop it is by cooling it and even then it only turns into rock" Techna explained, fear filling her tone.

...

The third golem charged at the Trix, its shoulder facing the trio intending to ram right through them, the trio took flight and glided out of its path, the golem came to a stop and turned to reface the witches.

"This is what he replaced us with" Icy spat incredulously.

"Uh, how pathetic" Stormy sneered.

"Golems, so sophomore" Darcy inserted, the golem charged at them once again, Icy grew a cruel smirk, extending her hand and firing a blue beam on the ground below, the ground froze over, becoming ice, the minute it stepped upon it, it slipped onto its behind.

"Golems don't have minds of their own and only act upon the orders given to them meaning they are easy to destroy when one uses common sense, it also means they are too stupid to recognise the most obvious of traps" Icy sneered.

"No kidding" Darcy droned, quickly losing interesting in the fight, raising her hand and firing a black beam at golems head, it went straight through it, destroying the head, pebbles scattering about the ice, it began to move to rise back to its feet.

"Though you have to admit they are handy since you can't kill them like you can other monsters" Stormy interjected.

"No you can't kill them, you have to destroy them" Icy agreed, growing a small smirk of satisfaction and amusement as she watched the golem swing wildly without a head, it had no sight and no hearing meaning it was useless and couldn't fight them "Go on Stormy finish the job" she stated, the purple haired witch grew a cruel smirk and fired purple lightning at the icy, melting it before using the newly formed water to conduct the lightning to the rock based creature, shocking it, causing cracks to break out all over before it finally shattered from the high voltage.

The trio smirked triumphantly, until the pebbles and jagged pieces of rock began to shake and vibrate before coming back together and merging to reform the golem, it turned to them and began to approach them once again.

"The bastard cast a regeneration spell on em" Stormy spat in disbelief.

"It would seem so, now whenever one is destroyed it will regenerate from its remains" Icy stated, glaring at the golem.

A/N Sorry I took this long, not really too long though, hope you all liked the update, bit of a cliffie cos I'm evil, plz review and any suggestions you have will be appreciated.


	5. Ending It

Flora glared at the dark wizard that opposed her, her wings lightly flapping allowing her to hover above the ground, Valtor himself lightly hovered above the ground, hands twitching, preparing to fire yet another round of attacks.

The fourth golem approached Flora from behind, raising a single fist, preparing to bring it down upon her head. Flora tensed her hands, spinning round and launching the cables from her borrowed gauntlets, they wrapped around the golem, she gave the cables a forceful tug and they returned with the gauntlets, going through the golem, a second after the cables were once again out of sight the golem crumbled into rubble. Flora turned back to face the dark wizard, not noticing the rubble begin to come back together to reform the golem.

"Borrow you're boyfriend's toys did you?" Valtor chuckled, watching his creation through his peripheral vision.

"Not only his" Flora spat, her hand dipping into her cleavage, she pulled out two metallic objects, tossing one into her second hand, activating them to reveal them to be a pair of energy blades, one purple in colour and curved, Riven's blade, the second, however, Valtor did not recognise, it was a second curved blade that was red in colour.

The nature fairy took on an offensive stance, one blade in front of her while she second was positioned behind her neck, each positioned so as to easily follow through with additional consecutive strikes, the golem rose up behind her once again, Flora noticed its shadow below her, she span round once again only this time slicing through the rocky flesh of the creature until it was once again nothing but rubble, showing her skill with weapons.

She turned back to face Valtor and charged towards him, blades poised to strike.

"Well someone's been holding out" Valtor chuckled as he weaved in and out of the blades path, the fire raging within the nature fairy's eyes burned brighter and with more fury with each slice of her blade.

"Since when were you skilled in using weapons such as swords?" Valtor chuckled as he shifted into his demonic monster form.

"Compulsory training courtesy of my parents" Flora spat, bringing down both blades upon Valtor as he brought up his arm to block the blades, he winced as he felt the blades slice through his flesh, blood began to slowly seep from the wound, though shallow.

"A princess trained in combat, interesting" Valtor mused, lightly bending his spare arm before delivering a powerful blow to her gut, her arched over, gasping for breath. Flora flew back from the force of the impact, she slammed into something solid, her gaze moved to over her shoulder to see what she had slammed into. As her gaze landed on the once again reformed golem it brought its arms around her with intense force, preventing her from bring up her arms and using her blades and her gauntlets. It began to gradually apply pressure, aiming to crush her.

Valtor watched the display with a sinister smirk, crossing his arms over his front, revealing the twin wounds Flora had inflicted as they closed up.

"Very interesting…and very useful" Valtor chuckled, approaching his minion, the golem relieved its pressure, Flora released a breath she wasn't aware she had begun to hold. Valtor extended his clawed hand to the nature fairy's neck, Flora began to struggle against the golem's hold, attempting to escape the demonic wizard.

His hand stopped inches away from her neck, lightning sparked from it, touching her neck, it began to glow brightly, once it faded the his mark branded the flesh of her neck. Flora squeezed her eyes shut, forcefully gritting her teeth. The negative energy surged through her.

He watched her, his sinister smirk growing, not noticing how the black veins atop her hand began to spread up her arm and onto her chest with incredible speed. She grit her teeth harder as her canines began to sharpen, her muscle density increased though her physical form didn't alter much, her hair grew in length till it reached the bottom of her rear. Her blunt nails became claws, turning into a deep black.

'_Interesting, it would appear I wasn't the only infected from our original confrontation today, my mark is magnifying the darkness already placed within her, tainting her very core with darkness, mutating her'_ Valtor mused.

Flora's ears grew triangular, her eyes snapped open to reveal scarlet eyes, she threw out her arms, forcing the golem to release her and causing it to stumble back due to the force of the motion.

"Such strength, such raw power you are indeed the perfect minion, fairy, now go and aid my golems in destroying your little friends and those treacherous witches" Valtor commanded, his smirk growing into one of triumph. Flora turned to face her targets, taking a single step towards her before freezing in pace, her hands shooting up and gripping the sides of her head.

"What are you waiting for destroy them" Valtor spat, Flora's gaze narrowed.

'_Must obey'_ constantly repeating throughout her mind.

"N…no" Flora stuttered, the voice grew louder until it reached the point of screaming at her. She grits her fangs.

"NO!" Flora roared, spinning on her heel as to face Valtor once again, glaring at him, the killer intent within her eyes glowing brightly. Valtor's eyes widened, he stumbled back, confused and even lightly fearful of the display, his gaze focused on the mark atop her neck, it was fading in and out of existence, his control was failing.

'_Damn it, my powers are still too weak…I can't, my mark can't control her'_ Valtor mentally swore.

"I swear Valtor I will kill you" Flora growled, thrusting out her arm to the side, striking the golem in its chest, it flew back, hitting one of the surrounding buildings, shattering in the process, Flora leapt at the demonic wizard, he caught both her fists and began to engage in a test of strength.

…

Layla's eyes widened in pure horror as the golem's fist, approached Musa's head, intending to crush it like a grape and extinguish her life in the process, her gaze hardened, she felt her own blood slowly trickling out around the morphix formed blade. It dripped to the ground, the sound of liquid dripping onto the floor filled Layla's ear. Her anger and rage grew and began to consume her, memories of their friend recently claimed by the dark wizard known as Valtor, images of who she was, flashed before her mind's eye.

She felt it, the darkness within her. Darkness grown from the hatred she felt for Valtor, the grief she felt over her friends demise, it tainted her very core, the darkness continued to spread and corrupt as the fist approached Musa. Her fingers began to flex. She felt the blood stop and begin to trickle upwards. Her arm bolted into motion, rising away from the wall and towards the golem. The blood ran up her arm with speed that matched that of water diving off a cliff edge.

The golem itself may have been out of the reach of her hand, but not of reach of her blood. It shot off her arm, forming sharp blades, they pierced the stone of the creature's upper torso, it stumbled back from the sheer force of the bloody blade. Layla tensed her hand and began to twist her wrist, the blood obeyed her every movement along with her will as did water.

'_I am not just the fairy of water but of all liquids and when I am pushed passed my limits I can even use my own blood as a weapon to destroy my enemies'_ Layla inwardly spat, red clouding her sight to the point where all she saw was the golem. It was rare that she had the ability to manipulate liquid, it required power and concentration beyond her comprehension but for the moment, her instincts were honed, her focus solely on destroying her foe.

Her hand became a fist as the blood flattened atop of the creature, regaining its normal composure until the single motion her hand caused it to form inward aiming spikes that ran through its body, as was equivalent by the bloody points emerging from the stone and the multiple bloody blades that could be seen through the hole in its chest, formed by the morphix blade.

Layla gripped the hilt of the morphix blade and willed it to melt once again, it dropped to the ground, splattering on the pavement below, she fell to her knees, barley catching herself on her palms, her blood began pouring out with renew vigour, pooling our beneath her.

She let her body fall to the floor with a thud, keeping her deadly glare on the golem, moving her hand and fingers, manipulating the blood she spilled into blades and began to rapidly slice the golem, reducing it to rubble that didn't deter her, she continued to slice the rubble, completely lost within her rage.

…

The Trix continued to reduce the golem to rubble and each time it rebuilt itself from the remains and began to approach them once again.

"This is getting old" Darcy spat, gliding back out of the path of the golem's swinging fist.

"No kidding, every time we destroy it, it just comes right back" Stormy muttered,

"Ice coffin" Icy roared, the golem was imprisoned within crystallised ice, frozen in a pose of it trying to strike Stormy.

"That'll hold it for a little while, there are only two ways in which we can stop this thing permanently, one, we destroy this thing to the point where nothing remains or two, we kill the creator, his magic sustains them, kill him and they'll break apart until nothing remains but rubble" Icy explained, the sound of cracking ice filling her ears, her prison of ice wouldn't contain it for much longer.

"I vote we kill Valtor" Darcy spoke up, Icy's gaze turned to locate a bright glow in her peripheral vision, a golem of magma was what met her gaze, her gaze moved to Valtor to see him fighting tooth and claw with a demonized Flora.

"Well unfortunately that honour falls to Flora unless you want to get between her and him at the moment" Icy challenged, her sisters glanced in that direction, been wary of the sound of cracking ice.

"No thanks" Stormy stated, turning back to face the frozen golem, its prison now covered with cracks, Icy turned back to the magma golem, she let out a tired sigh.

"You two deal with that guy, I'm going to deal with the one attacking Stella and Techna" Icy stated, turning her back on her sisters as to fully face her new target and its prey.

"What? Why?" Darcy questioned.

"Because if I can take that one out and then it'll be five against our golem, our chances of victory go up" Icy explained, charging after the molten creature, the ice shattered, Darcy and Stormy charged at the golem firing beams of darkness with lightning and twisters.

…

Icy came up behind the unsuspecting golem, raised her hand, palm facing the golem before unlashing a powerful blizzards, striking its back, it wailed in pain as it felt its body begin to cool. Hardening back into rock.

Stella and Techna looked on in shock and confusion.

'_She's cooling the golem's body…it will be rock again but still that only alters its flesh, what it's made of, it won't destroy it…but it will make it easier to fight'_ Techna mused, her finger tips charging with green electricity.

The creature continued to wail in pain before finally its entire body had hardened, it became stiff and unmoving, frost and ice beginning to accumulate upon its body. Its arm slowly fell to its side, it turned to face the ice witch and began to approach her, struggling to move.

'_Of course even though changing the material it's made of won't kill it, it still affects it, been made of lava sped it up but been made of freshly hardened magma has slowed it down'_ Techna mused, growing a small smirk upon her lips.

Icy glided back, away from the slowly approaching golem, she raised her hand and let loose another blizzard, it slowed down even more, the density of the material it was constructed of grew heavier. Techna's smirk grew.

'_Icy knows, she's increasing the golem's density to make it harder for it to move until it is near impossible…but that won't work for long, it will soon adapt to the density and be on the move again, slower sure but a hell of a lot stronger and harder to destroy'_ Techna calculated.

Techna's arms shot up and fired a constant stream of powerful volts at the golem, they struck it and spread, aided by the ice that had accumulated thanks to Icy's blizzard, she continued to increase the voltage until the golem was positively glowing in the emerald energy that was her electricity. It began to crack as the voltage continued to increase; Icy stopped her blizzard, but kept her arm ready so she could start it again at a seconds notice.

The golem turned back to face Techna, it raised its fist and let loose a powerful green beam, it's appearance similar to that of a tornado only with random green sparks. Techna's eased widened, fear filling them, they reflected the image of the attack as it approached her, it struck her chest, she flew back, landing on her back, unconscious.

'_Shit! It adapted to her attack, now it can use electrical attacks'_ Icy inwardly cursed, it glanced over to look at Icy once again, it moved with incredibly speed, its second arm came up and fired a blizzard at the ice witch, striking her and forcing her to slam on the ground, freezing her body and freezing it to the ground, unconscious and on the edge of death, she would of frozen to death had she not been an ice witch.

It turned back to face the sun fairy and began to approach her, stopping a metre or so away, both arms came up and it released a combination attack, a blizzard with electricity coursing through it, Stella rose up a barrier. It struck it and instantly Stella felt its power, she had to put everything she had into it. The attack itself was almost enough to shatter the barrier when it made contact, she couldn't afford to do anything, if she tried she risked weakening the barrier and allowing herself to be hit by the attack.

…

Valtor and Flora continued their test of strength, the golem began to approach Flora once again from behind.

"I'm getting tired of your golem Valtor, Ivy Wrap" Flora roared, vines erupted from the ground and bound the golem, ensuring that it couldn't move never mind attack Flora.

"It would appear I underestimated you pixie" Valtor chuckled, lightly bending his knees, lowering his centre of gravity, he made sure his strength had a stern grip of the mutated fairy, he pulled her closer and began to lift her above his head and threw her to the ground, her body slammed on the pavement, forming a crater, he looked down upon her with a sinister smirk.

"I may not be able to control you but that doesn't mean I can't destroy you" Valtor chuckled, approaching the fairy and slamming his foot atop Flora's breast and forcing her to remain down "I'll crush your heart" he spat, beginning to increase the pressure. Flora's gaze shot to the sword hilts she had once wielded, fighting Valtor's mark had forced her to lose her grip, they were too far out of her grip, not that it changed much.

Flora flexed her wrist and fired the cables once again, they entangled the demonic wizard's neck. His clawed hand shot up and gripped the cables, attempting to pull them off, Flora began to apply pressure. Valtor felt them pierce the flesh of her neck, blood began to seep out around the cabled. He gripped them forcefully before with a powerful tug not only removed the cables but snapped them.

"Nice try pixie but I'm not so easily killed" Valtor spat, Flora's hand shot beneath her skirt and returned with two items, one a sword hilt, the other a futuristic gun, she threw one to her free hand, she drove her hand forward and activated the sword, it pierced the area of his chest just below his heart, going all the way through.

"You missed the heart" he chuckled before rising a fist and beginning to drive it down, aiming for her head, Flora released the hilt and grabbed the fist, using all her strength, just short of crushing it, though she would crush it if she could, she brought the gun up to his head.

"Meant too, this is set on overload" Flora muttered, she pulled the trigger, it fired a green energy blast at least twice the size of the actual gun, it struck Valtor's face, the gun imploded inches away from it, adding to the power.

Flora blinked rapidly and regained her sight from the light created from the shot and the explosion, Valtor's demonic body was now indented into the opposing wall, kept their by the energy blade, blood pouring out of his forehead, eyes closed, she could hear his breathing.

'_Injured but still alive'_ Flora mentally cursed. Her hand went round her back and beneath her skirt, dipping her hand into her panties once again only at the rear before pulling out another sword hilt, activating it and revealing a three metre blue energy blade, around thirty centre metres in width and three inches thick. She aimed it at Valtor's head and charged forward, running it through his head, killing him for sure.

The golems around them shattered. Flora deactivated the blades and replaced them upon her person, took on her human form, glad to see she had mostly returned to normal, all that hadn't reverted back to normal were her ears, they had shrunk back to regular size but remained pointed. She watched with sick satisfaction as Valtor's limp body fell to the ground with a thud, she turned and picked up the remaining two hilts and replaced them in her cleavage.

The Winx and Trix regrouped. Not noticing a red and black thick liquid emerge from Valtor's flesh, it slithered on instinct to a nearby metallic box filled with trash, detecting a weak host, a black widow, the minute she made contact with it she remerged with it only to fully consume the body, it was too weak and fell to the symbiotic body and so she climbed up and into the trash searching for a host that wouldn't destroy her, instinctively avoiding the killer of her last host, she located a black cat sniffing around for a meal, she merged with it and hid within it and continued to rest while it mentally and physically developed. Bloom herself still unconscious but now dreaming peacefully, free of Valtor's influence.

…

Icy approached Flora.

"Do you have an answer yet?" Icy asked quietly, her voice but a whisper.

"Like I said before I will consider it, you'll have an answer soon, but not now" Flora replied, her tone cold, Icy nodded, the Winx and the Trix then went their separate ways but not before Icy gave Flora her number so she could contact the ice witch at a later date.

'_I may not have been able to kill Valtor or Bloom but I aided in that bastards destruction…and I got to witness the destruction of the Winx…they don't know it yet but it was Bloom who brought them together, held them together, she formed the Winx, without her it won't survive and they will begin to drift apart'_ Icy inwardly sighed, feeling like she'd miss the group, they may not have agreed but she enjoyed their confrontations, that rush of adrenaline, they pushed her and her sisters to be both their best and their worst. So yeah she'll miss them, not that she'd ever admit it aloud.

A/N Was supposed to be up yesterday but some things got in the way, hope you all liked the chapter, Bloom has a new host within a cat, for now, **plz review** and any suggestions you have will be greatly appreciated.


	6. A New Host

Bloom's Mindscape 3 Months Ago…

Valtor had returned once again, she couldn't see him but she could feel him, he was there he was returning to continue with her torment. His footsteps echoed around the dungeon she was bound within. Bloom remained where she been ever since waking up there, her hands cuffed together and chained to the wall far above her head, a metallic collar around her neck ensuring she was indeed powerless and her legs in a stance not unlike a leaping from, her kneecaps cuffed by metallic rings that pinned them to the wall.

Her head hung in shame, he would break her soon and she knew it. Her eyes beam red from the tears she had shed, her flesh still dirty, her very been invaded and now impure after all that had been done to her. Her body was sore and it hurt to use what little mobility she actually had. His dark chuckle filled the air around her.

He was close.

The footsteps continued to draw near.

"Have I crushed your spirit yet pixie?" Valtor spat, the tip of his index finger lightly tracing her lower lips, she shivered and tried to pull herself up with her hands and back up against the wall, her eyes wide with fear and pure terror. But it did her no good, she knew there was no escape, nothing she could do.

"I see, so there's still some fight left in you…well enough to resist me anyways" he chuckled, before slamming his index finger inside her pussy all the way up to the knuckle, Bloom gasped.

'_Just a few days ago I would scream…or was it weeks…or a month…a year…a decade…how long have I been down here?'_ Bloom asked herself, time had lost all meaning, all she knew was, it was dark and _she was a toy to be used by her enemies and her friends alike._

'_Well I have to admit that even with time moving faster in the dream world or rather the realm of nightmares, it is incredibly impressive that she has yet to break, by now she should be a withering shell whose only purpose is to obey my every whim…like it matters it'll be a couple more months for me before she wakes and for her that'll be several centuries and so by then she will be nothing more than the suit that increases my power'_ Valtor mused, his dark lustful smirk growing as he watched his counter herself, the nightmare version of him force his tongue inside Bloom's mouth while pushing his reproductive organ into her cunt.

Bloom didn't scream much to his disappointment. She had stopped screaming after the first week signifying she was losing her hope and had given up hope of rescue and was now merely trying to keep her sanity.

Valtor's eyes widened when he felt the energy spike of magical energy, magic belonging to the Winx and the Trix.

'_So they followed me to Earth, well I guess the magic will have to wait and hopefully the next time I come here she will be an empty shell'_ Valtor mused before leaving the darkness that was now Bloom's mind and began his battle with the Winx and surprisingly his former flunkies.

Another hour passed before what was occurring in the real world had any effect on what was occurring in the nightmare realm that had once been Bloom's mind.

'_Somebody please help me'_ Bloom mentally cried out.

"Stay away from her" a feminine voice roared. Valtor stopped his thrusting and turned to face the intruder over his shoulder, his pants rematerialized and he fully turned to face the intruder.

"Who are you and what are you doing here, it is my turn to play with our toy" Valtor spat.

"She is no toy" the voice spat, the dungeon was enveloped in bright light. Bloom blinked rapidly, squinting having not seen the light in such a long time, she recognised the shadowy figure of her rescuer. Her eyes may not be able to see her in depth or anything more than a shape while she adjusted to the light but she recognised it as been Flora's.

The nature fairy charged at Valtor, taking on her enchantix form and blasting him away from the bound Bloom. She pulled two sword hilts out of her cleavage and shot forward. They pierced his shoulders, she continued her charge until the energy blades were buried deep within the wall of the dungeon, he screamed in pain.

"You will not hurt her" Flora spat, removing a third blade from the front of her panties, pressing the hilt against Valtor's chest before activating , the blade shot out, piercing both the dark wizard's chest and his heart.

The apparition faded from existence in a large puff of smoke, leaving behind the energy blades buried in the wall, each one at least half buried in the wall, Flora turned to Bloom and approached her, she stretched out her hand to trace her cheek. Bloom flinched back at the contact and let out a small whimper.

"Shh, it's okay Bloom he can't hurt you anymore" the apparition of Flora said her voice nurturing (1). The nature fairy looked up at the bounds of her friend, doing her best to ignore her attractive body along with the bruising and dried bodily fluids; she fired a green beam at each one, breaking them.

Bloom fell to the ground with a loud and hard thud, groaning in pain. She tried to move to put herself in a more comfortable position or to stand…or run. But her muscles ached too much. Flora took hold of her body and lifted her up bridal style, cradling her head against her breast. Bloom could hear her heartbeat…it put her at ease, calmed her down for some reason…she felt safe for the first time in a long time as Flora held her in her arms.

She ignored the pain, her arms shot up and curled around the nature fairy's neck, she pulled herself up and hugged her with all her might. Crying into her chest, her whole body shaking.

"I was so afraid" Bloom gasped out, Flora lightly stroked her back.

"Shh I know, don't worry I won't let him hurt you again, no one will ever hurt you again Bloom" Flora said, the mothering nature of her tone never fading, she lowered her head and kissed Bloom's forehead and began to carry her out of the dungeon, cradling Bloom close to her, protecting her as she slowly drifted to sleep, dreaming within a dream. Dreaming of been with the nature fairy, having her care for her, protect her, showing her she wasn't alone and someone still did love her.

Bloom's Mindscape 1 Month ago…

It was no longer dark nor was it cold, her fear was gone and pleasure remained in its place. The area around her was that of a clearing in a tropical forest, surrounded by trees, flowers scattered about the clearing.

Bloom enjoyed the feeling of the warm light the sun provided, she lay in the clearing, surrounded by flowers, so many scents, her body no longer the same, she didn't know why but when her reality shifted soon after Flora rescued her from Valtor she found herself…a little different.

Atop her head nestled a pair of orange, furry cat ears, emerging just above her rear was an orange furry tail and by god was it sensitive as she discovered early on by accidently sitting on it. Orange fur nestled upon her breasts, her pussy, the back of her hands though much thinner and a couple other places. Her hair once barley meeting her hips now passed her rear easily. He teeth were sharper, her canines more overly developed, her blunt nails now retractable claws and the same went for her toenails. She was more flexible, more energetic and athletic, her senses had magnified, even when it neared pitch black she could see clearly, she could smell everything, her sense of taste was magnified beyond belief though her tongue was now incredibly sensitive, she could hear a twig snap miles off. She could move through the trees, if she chose to, with incredible stealth and skill, predatory even when not on the hunt. (2)

Though one thing confused her, occasionally she found herself growing long, thin legs not unlike that of a spider from her thighs and ribs, though when she did summon them she was by far the fastest thing alive. (3)

"I see you're enjoying yourself kitten" a feminine voice giggled, Bloom eyes snapped open, even though they retained their cyan blue colouring her pupils were now slit. Standing over her was her saviour, the sunlight enhancing her beauty and making her seem almost angelic in nature.

"Flora I wish you wouldn't call me that" Bloom whined, her cheeks tinging red, causing the nature fairy to giggle.

"Well there are other things I could call you, but kitten seems to suit you" Flora chuckled, lowering herself to her knees besides Bloom. The nude redhead blushed at hearing Flora's comment, by now she knew Flora better than she ever thought she could know her and she had long since learned Flora was anything but innocent. Bloom bolted upright in a sitting position much like that of a cat with her 'paws' pressed on the grass below her, averting her gaze as she tried to rid herself of her blush.

"Aw…you know you're so cute when you blush" Flora cooed, reaching out and lightly scratching Bloom behind her ear, Bloom mentally cursed Flora, this was one of her few weaknesses she gained with her new body, she couldn't resist having her ear scratched.

Same Time, Flora's Dream…

She sat beside Bloom, she reached out and scratched her behind the ear, the Catgirl let out pleasurable purrs as she closed her eyes once again.

'_Definitely a kitten'_ Flora thought to herself, growing a small smirk as Bloom began to lean into her hand, she caught Bloom with her other hand when she began to fall back and gently laid her down and continued to scratch her behind the ear, listening to her purr. She stopped scratching and lightly traced her finger across Bloom's skin and fur until she reached her bare stomach and began to scratch there, before Bloom could come to her senses, her purring grew louder and Flora couldn't help but giggle.

Bloom's tail had begun to weave through the grass, curling around Flora's legs when they hit them, the tip of the detail going underneath her skirt and heading towards her panties without either of the duo even knowing though Flora found out when she felt it stroking her deep inner thigh, slowly moving close to her more sensitive spot, she let out a pleasurable and yet surprised moan when she felt it touch the flesh of her inner thigh.

The moan been loud enough to make Bloom come to her senses, her eyes snapped and she bolted back upright, not recalling her tail which just fell to the ground beneath Flora's skirt less than an inch away from where it had been heading much to Flora's frustration.

'_I hate it when she teases me like that…and worst of it is she doesn't even know it so I can't get mad at her'_ Flora mentally moaned.

"Flora you know I hate it when you do that…it's so embarrassing" Bloom whined, her cheeks burning red.

'_Not half as embarrassed you'd be if you knew what a sex fiend your tail was and is' _Flora mentally chuckled.

"Yep, definitely a kitten" Flora laughed, Bloom stuck out her tongue in indignity, she sniffed and turned her head away from Flora in fall offence when she picked up a strange scent, she began sniffing more rapidly closing her eyes and lifting up her head, trying to work out what the scent was and where it came from.

'_It's that scent again…but what is it?'_ Bloom mused as she continued to sniff the air, she turned to where the scent was coming from, thus moving her tail away from Flora as she turned to face her, never opening her eyes. She began to lower herself to the ground, the scent growing stronger, her head dipping under the nature fairy's skirt, she was really close to it now and took a bigger whiff.

Flora now beat red and was fighting the desire to close her legs and just like every other time Bloom did this, just as she opened her eyes Flora was gone and she was alone, the scent weaker and would begin to fade over the next few hours until it was gone.

Alfea…

Flora bolted upright in her bed, her body sweating , her breathing heavy and her heart beating to the point she felt it was going to burst out of her chest, she moved her hand inside the quilt, checking something.

'_Yep wet again and on the edge…why do I keep dreaming about Bloom…and why is she part cat?'_ Flora mused as her expression became one of confusion as she attempted to ignore her lower lips crying out for pleasure and release, her resistance never lasted long and her hand dived into her panties and began to play with what was within, desperate for release. But little did they both know that due to Flora rescuing Bloom both physically and mentally Bloom had been so desperate for help and to be protected by the nature fairy that she had mentally stretched out and formed a connection with Flora and now whenever they slept they would meet though for the moment anyway Flora would only see it as a dream and with Bloom asleep 24/7 she was more confused than ever thanks to the change in reality, her body's alterations and the fact Flora kept vanishing.

Present Day…

The world around Bloom vanished, she found herself only able to watch through the eyes of another walking across ledges, jumping from one to the next while she herself did nothing but watch, the gears within her mind working together as information began to storm her mind, information on her species, on how they worked. What they did, how they survived, where she was and what her current host was.

'_Guess that explains the whole Catgirl thing…I bonded with a cat' _Bloom inwardly muttered as she watched the cat jump from a ledge onto the roof of what appeared to be restaurant, walking up to the edge, looked down at a dumpster below it, lightly sniffing the air for the scent of food.

'_I need a human host, I can't live life as a feline'_ Bloom mentally stressed, she acted on instinct, emerging from the cats fur as a red and black, thick liquid, she spread over it. The feline began to scratch at her in panic and terror until Bloom fully enveloped it, the clawing only speeding up the process by applying more of her 'natural' liquid form on another area of its body of which to spread and take over.

She easily over powered the mind of the animal though she wasn't proud of herself for doing so but she had no choice, she wouldn't survive long without a host, especially since she was still considered a new born among her new race so she had to remain with her current host and she had already decided that she couldn't live life as a cat and so she needed to find a new host and the fastest way to do so was to seize control.

The cat itself now looked to be out of a horror film with a feline shape and sleek coat of scarlet and black, it's eyes now crimson with slit pupils, its claws longer, it teeth bigger and sharper, even its original size had doubled. Bloom leapt down onto the ground below and set out in search of new host, keeping to the shadows that the night provided, her appearance alone who cause terror, panic and chaos, but thanks to her 'coat' it was very easy to hide from view and avoid detection.

'_Let's see I'll need a host who won't panic and cause too much of a fuss if I bond with them, meaning it can't be someone with a normal life'_ Bloom mused, pausing as she came to the end of the pavement, her choices now either go double back and remain in shadows or run into the light for a minute and risk a panic.

Bloom lifted her head and sniffed the air, picking up several mutated scents indicating a lot of the people in in the city weren't 'normal' but the vast majority were normal, but still she was quick so hopefully she wouldn't be spotted. Bloom braced herself, preparing to run, glancing round to make sure no cars were coming and surprisingly she was in luck and so she bolted across the road, ignoring several gasps that filled the air indicating she had been spotted, she bolted down an alley.

'_I should have guessed I wouldn't be able to walk on the ground without been spotted'_ Bloom berated herself, her gaze moved up the wall of one of surrounding buildings, she didn't want to bond too closely to the cat due to fear of not been able to leave it without causing its death. Her instincts telling her that the greatest aspect of a Symbiote was the fact its hosts could grow dependent on them and are forced to keep them or die. She didn't want that and so she sprouted size skinny spider legs from her coating on the cats ribs, not wanting to bond enough to give it the ability to scale walls without them and this way she was only using her body and not bonding with the cat, that and it was faster.

Bloom scaled the wall with incredible speed and soon found her on the roof, she turned and looked down on the street below, glad to see her brief appearance hadn't caused too much ruckus yet when something caught her eye. Her gaze moved to the roof on the opposite side of the street, a woman in dark clothing with long white hair, face hidden by a mask stood atop it. Bloom inhaled the scent of the air once again. She was far from normal and a near perfect host in terms of abilities she would acquire. Her instincts screamed at her to leave the primitive feline and take the woman as her host.

Her instincts were so strong. Too strong. She ran to the edge after taking up enough distance for a run up, she leapt into the air, not reabsorbing the spider legs, she landed near silently on the targeted roof. However, she still made enough noise to be heard, the woman turned to locate the source of the sound and took in a sharp gasp at seeing the monster before her, she took on an offensive style.

"What do we have here?" she muttered, looking Bloom's current host up and down, her eyes narrowed.

'_Why does that colouring remind me of a Symbiote…it's just like…the Carnage Symbiote'_ she mentally gasped, hoping she was wrong, she had faced Symbiote hosts before, it didn't always end well, they were stronger and faster than her and very deadly.

Bloom watched her body charge unable to control her instincts, the woman leapt out of the way, eyes widening at the motion and sudden burst of speed, she glared at them. Bloom charged again, she dodged to the side before delivering a powerful kick to Bloom's gut, she flew to the building on the right side of the roof, smashing into the wall and nearly braking through it, letting out a growl in pain, she turned and leapt at the woman once again, she had only further convinced them she was a better host.

She ducked and the cat flew over as expected, but what the woman had expected was for the Symbiote covering it to drop on top of her, leaving the cat, it landed stood upright, glancing back and saw the substance that controlled it spreading over the woman and so took it as a hint to leave.

The woman began clawing the Symbiote much like the cat had and much like in the cat's case it only aided it in spreading and soon everything below her neck was covered.

"No…please" she gasped out, begging Bloom to stop.

'**I'm sorry…but I have no choice'** Bloom answered, her voice echoing throughout the woman's mind, she stiffened, eyes widening in surprise and shock at hearing a reply at all and a feminine voice that almost sounded human was even more shocking. Stunned as she was the woman didn't realise Bloom had already covered her head in a black mask not unlike the mask venom bestowed on Peter when they first bonded. The minute she was covered Bloom gained all her powers, abilities, knowledge, everything, everything the woman was, was now hers. She knew her inside out.

'**So that's your name…I'm sorry Felicia but I needed a proper host and I couldn't control myself…I'm sorry'** Bloom's voice echoed throughout Felicia Hardy's mind.

A/N Hope you all liked the update, finally Bloom's host is revealed, I'm still not sure what their combined name should be (Like other Symbiotes when bonded to hosts like, Venom, Carnage or Scream), open to suggestions and any will be greatly appreciated and plz review.

(1) A version of Flora made in the dream world conjured by Bloom to help her, only affective due to the real Flora battling Valtor and going for the killing blow otherwise his magic would of easily erased the figment (Flora) from existence.

(2) Curtesy of the cat she merged with after Valtor's demise, taking on the features as well as its nature and abilities.

(3) From the spider she attempted to merge with.


	7. Kindred Spirits

"Normal speech"

_'Thoughts'_

**'Symbiote'**

Felicia's eyes widened her expression of pure horror as the Symbiote covered her head, signifying that it had claimed her as its host.

_'Okay think, think how to remove a Symbiote…what're their weaknesses?'_ Felicia mentally screamed her mental tone of her thoughts frantic and going on to be hysterical.

**'No, please don't…don't force me to leave you'** the voice echoed throughout her mind once again, actually sounding fearful.

_'You're the…the Symbiote'_ Felicia mentally gasped, she had never imagined a Symbiote could physically talk to its host, she had believed that it was sort of instinctive the host would know what the Symbiote craved on an instinctual level and act out on it, never had she imagined they could physically talk.

**'Yes' **the voice answered within her mind without enthusiasm of any kind.

_'So you can actually talk…so tell me why shouldn't I remove you from my body?' _Felicia mentally snapped.

**'I wouldn't survive more than few hours without you'** the voice replied, Felicia stiffened, her gaze narrowed behind the new mask.

_'That's a lode of bull and you know it, it may be true a Symbiote can't survive without a host for a prolonged period of time but you can last more than few hours'_ Felicia mentally spat, her panic turning into anger.

**'I'm still a new-born, my body is unstable and wouldn't survive' **she answered.

_'A new-born…as in a baby, a baby Symbiote…if that's true then, who did you spawn from?'_ Felicia questioned, suspicion more than evident within her mental tone.

**'Well…yes I am a 'baby' as you put it on some level, but as for who I spawned from…I didn't'** she answered, Felicia frowned.

_'What do you mean you didn't?'_ Felicia questioned, her mental tone becoming one of confusion.

**'Exactly that…I wasn't born a Symbiote or replicated as one…I was…turned into one'** she replied.

_'What are you talking about?'_ Felicia questioned, a tired sigh echoed throughout Felicia's mind in response.

**'It'll be easier to show you...when you sleep tonight I'll explain everything'** she answered.

_'Hold on here! There is no way I'm letting you stay bonded to me overnight, don't try to trick me Symbiote, I know how you're kind works, how the longer you stay bonded to a host the harder it is to separate them'_ Felicia spat, anger returning to her tone.

**'I'm not just a Symbiote' **she growled in response.

_'Prove it'_ Felicia countered.

**'I already told you, I will tonight'** she countered, the feline growl becoming more noticeable within her tone.

_'Sorry, but no can do, I'm not risking been bonded to you for that long'_ Felicia responded, preparing to set off and find a way to remove the Symbiote before she was permanently bonded to her, before she could even take a step everything went black and the Symbiote forced her control over her.

...

Bloom opened Felicia's eyes, she hated forcing control on her but she had no choice, she needed to find somewhere where she Felicia could sleep safely, by force if necessary. She scanned through the memories she had acquired from her host through the bonding process.

Bloom approached the edge of the roof, she thrusted out her arm, a stream of webbing emerging from the upper side of her wrist and latching onto an opposing building and she swung, heading in the direction of her hosts home.

**'I won't be able to control her for long'** Bloom mentally muttered, knowing that her host would be re-seize control over her body.

…

Bloom soon came to the home of her host, a large apartment building, she swung to the roof and began to head down through the fire escape (1) she descended the stairs clinging to the shadows as much as she could before exiting the staircase and entering a corridor, she scanned the doors, searching for the apartment number of her host. She found it rather quickly, a pouch opened on the black and scarlet goo that was her body, Bloom dipped in her hand and removed a key, she proceeded to unlock the door and enter the apartment before re-locking the door, they needed privacy .

**'She's waking up...it's now or never'** Bloom thought stubbornly, she then proceeded to knock out the both of them, their body fell limp and dropped onto the cream carpet.

...

Felicia found herself in the middle of a clearing in a forest, the sun warming the flesh her costume left exposed and vulnerable, not much but still rather nice.

"Where am I?" Felicia mused allowed.

"In my mind" the feminine voice answered, and one the Black Cat recognised, she span on her heel, expecting to see some sort of monstrous goo only to be surprised once again by the sight of a rather attractive and very naked Catgirl, her hair long and fiery as was her fur, her ears poking out of the top of her head occasionally twitching in the summer breeze, she was tall with a near hourglass figure, her irises cyan blue and her pupils slit, a thin and furry tail swinging behind her, lightly grazing the grass causing the feline to shiver. Her breasts were large and slightly moved in the wind, her soft creamy complexion enhanced by the warm sunlight.

"You're mind?" Felicia asked as she raised an eyebrow.

"Yep" she replied, smiling brightly.

"You're the Symbiote" Felicia stated, her gaze hardening, the Catgirl's ears dropped and her gaze fell to the grass beneath them.

"You could always call me Bloom...but yes I am the Symbiote" Bloom answered, tears welling behind her eyes but she dared not let them flow freely, at least not without a fight.

"Bloom?" Felicia questioned.

"It's my name" Bloom answered.

_'Her name? Since when did Symbiotes have their own names...who the hell would name a Symbiote?'_ Felicia mused when she was struck with the memory of what the Symbiote had told her before everything had gone black.

"You said you weren't a Symbiote, what did you mean by that?" Felicia asked, Bloom took in a shaky breath.

"I used to be human, a dark wizard known as Valtor turned me into this...this...thing" Bloom answered her voice shaking as she used all her willpower to stop her tears from falling and to stop her body from joining her voice in shaking, she kept her head bowed so as to use her bangs to hide her eyes.

"You were...human?" Felicia asked incredulously.

"Yes" Bloom answered, her voice breaking and barely above a whisper, Felicia was now fighting her instincts to comfort the girl before her and had to keep reminding herself that this wasn't a girl but a Symbiote trying to trick her into not doing everything in her power to remove it.

"Prove it" Felicia stated, Bloom nodded, never looking up enough for the Black Cat to see her eyes, Bloom raised her hand and the environment around them changed to that of Valtor's lair on Tides, Felicia watched the events play out, how Valtor forced Bloom out of his body before knocking out all her friends and moving onto her and casting a dark spell upon her body. Never noticing how Bloom had lowered herself to the floor and was hugging her knees as she lightly shook back and fourth. Things escalated quickly, growing quicker as Bloom became more panicked, she watched as the newly formed Symbiote was forced to bond with the wizard, but what came next struck her very core, what she saw as the environment changed to that of a dark dungeon, she watched as Valtor approached her, screams of pain echoed around them.

"Stop...please...stop" begged a weak and shaking voice, Felicia turned back to Bloom, she gripped her ears forcefully and it became quite clear to Felicia Bloom didn't want her to see this, didn't want to remember it and had lost control, couldn't stop what was going on, Felicia approached the redheaded Catgirl so as to comfort her, unable to stop herself, rationality be damned she was a kindred spirit, they were the same and no way was she going to let her suffer to the point of breaking herself.

_'But what can I do...come on think...we're in Bloom's mind...but we're bonded, our minds are separate right now but can become one, all I need to do is let her merge with me a little more and I can stop this'_ Felicia theorized, allowing her mental shields to drop back a little and instantly felt Bloom's physical form act on instinct, further bonding with its host.

"PLEASE MAKE IT STOP" Bloom shrieked, the events sped up and Felicia's horror increased when she saw the multitude these events had occurred.

"STOP" Felicia screamed, it stopped, events freezing in place, Felicia looked at the frozen event, a girl with tanned skin and brown hair in a green gown with fairy wings was holding Bloom close to her, cradling her. The space around them faded and they were back in the clearing.

"I'm sorry...I...I...I...didn't want you to see that" Bloom stammered, Felicia turned back to the redhead.

"Don't apologise" Felicia said, approaching Bloom and kneeling beside her and pulling her into a comforting hug.

_'No way could a Symbiote fake that or mimic the fear'_ Felicia thought to herself, she knew the Symbiote's nature was aggression and anger, it was rare to see it feel anything else, anything more human, no the only time that appeared was when the host was strong enough to control the Symbiote so there was no doubt in her mind now, especially not when considered her own past experiences with the male gender when they started thinking with something other than their brain, Bloom had told her the truth.

They sat together for what could of been hours but was merely fifteen minutes, Felicia continued to cradle the redhead as she let the tears out.

"Do you...still think that...I'm lying?" Bloom asked, her tears slowing as she began to regain control over herself.

"No" Felicia answered, a small smile graced the redhead's lips.

"So...can I stay?" Bloom asked, hope returning to her voice, Felicia let out a small sigh.

"For now...on a trial basis, just to see how the transformation has affected you" Felicia answered, Bloom's smile grew wider, she turned and pounced on the Black Cat, causing her to fall onto her back as she hugged her.

"Thank you, thank you, thank you" Bloom squealed, Felicia began to blush as she did her best to ignore the situation, she had a naked Catgirl straddling her and she couldn't deny that the feeling of the redhead's breasts forced against her own didn't feel rather good.

"Don't mention it" Felicia replied, still fighting her blush and the urge to burst out laughing when she saw Bloom was completely unaware of how things looked and felt.

"So...err...why do you like a Catgirl?" Felicia asked when Bloom began purring while still hugging her, Bloom pulled back and removed herself from the Black Cat's body, allowing her to sit back up.

"I think it's because I was bonded with a cat for more than half of my developing stage of the transformation, its DNA has become apart of my very being, my essence as did the Black Widow" Bloom explained.

"Hold on you merged with a spider?" Felicia asked, fighting the desire to smirk.

"Tried to...when my original host perished my body acted on its own and absorbed the spider when trying to bond with it before it successfully bonded with the cat" Bloom explained.

"So do you have spider powers?" Felicia asked.

"Spider powers? Well I did gain all her abilities and qualities, so I can grow spider legs, scale walls, shoot webbing and I'm pretty sure I have venom" Bloom answered, unsure if she had answered her hosts question, Felicia's mouth broke out into a large grin.

"Oh this going to be fun" Felicia muttered to herself, beginning to grow a little giddy.

"Huh? Why?" Bloom asked.

"You'll find out soon" Felicia replied, Bloom just shrugged.

"So...are we gonna...complete the bonding process?" Bloom asked, Felicia smiled and nodded, Bloom's smile consumed half her face.

"So...how do we get out of here?" Felicia asked.

"Like this" Bloom replied smugly before snapping her fingers, everything went white.

...

Felicia's eyes opened to find herself back in her apartment.

_'How'd we get here?'_ Felicia mentally asked, noticing the change from 'I' to 'we'.

**'I needed somewhere where I could talk to you and you'd be safe while your body was...unconscious so I looked into your memories and came back here'** Bloom explained, hoping the Black Cat wouldn't bite her head off for invading her memories without permission.

_'Okay...but next time...don't invade my memories without my permission'_ Felicia countered.

**'Fair enough'** Bloom answered.

_'Good, so when do we complete the bonding?'_ Felicia asked.

**'It's already done, go look in a mirror and you'll see your...suit...is different'** Bloom answered, Felicia did just that, she headed to her bedroom where she found her full body mirror at an awkward angle with a pair of black lacy panties hanging on the top, her cheeks tinged red as she tossed them on the bed and fixed the mirror, unsure why she was embarrassed, she was technically alone since the only one with her was her Symbiote and even she was a she. She gasped when she saw their reflection.

She was taller, probably around six foot, not much difference since she was five ten before but it was surprising how much it did for her. The colour of her 'suit' was black with scarlet streaks and blotches covering most of it, atop her head were two cat ears, from her rear a tail and she could...feel it, moving around behind her. Her finger tips were long and sharp, more like knives than claws, her hair scarlet with the ears poking out, tendrils emerging from her back, her body more curvier than before and she swore she'd gone up a cup size or two, her rear more rounded nearly giving her and hourglass figure. Her face, she had the usual white eyes like the other Symbiote hosts but hers were accompanied by slit pupils, she opened her mouth, her maw filled with fangs just as sharp and nearly as long as her claws.

"Wow" Felicia whispered, her nose began to twitch, she inhaled deeply multiple times, trying to hold back a sneeze, not wanting to find out what happened when you sneezed while wearing a mask, forgetting this wasn't an ordinary mask, she sneezed and she gasped from what happened as when she sneezed fire emerged from her nostrils.

"What the?" Felicia gasped, she recalled Symbiotes been vulnerable to fire, really vulnerable and yet she had one that seemed to breathe it.

**'Sorry...I guess my Dragon Fire has become more literal now that I'm a Symbiote' **Bloom said sheepishly.

"So I'm a Catgirl from a horror film who breathes fire" Felicia stated, finding it very hard not to laugh at this.

**'You can change it if you like...oh and there's more but I'm sure you'll learn about the other additions soon'** Bloom teased.

_'Oh, I just love surprises and don't worry about the look...I like it, though we should lose the whole monster face thing, for now...use it only on those who deserve it'_ Felicia replied, not wanting the spider to start chasing her because of her appearance, though she was sure that would happen anyway, at least this way he wouldn't get the wrong idea.

**'Okay'** Bloom answered, the face was absorbed leaving only white eyes with slit pupils.

"So what should we call herself...I don't think Dark Cat suits the new us" Felicia stated.

**'You're call'** Bloom replied.

"Loads of help you are" Felicia said in mock offense "Now let's see, fire, we breathe fire, you said dragon fire "Dragonsbane...it would certainly be intimidating" Felicia mused.

**'And very fitting'** Bloom agreed.

"But not with the costume" Felicia countered, two dragonic wings emerged from her back, her eyes widened.

**'Don't be so sure, I have many surprises for you Felicia, it may be confusing with the cat attire but I think everyone will see our reason soon enough'** Bloom countered as she reabsorbed the wings, Felicia grew a mischievous smirk.

"Oh is this going to be fun" she chuckled.

A/N Okay here it is, not best chappie, sorry I made you wait, but still pretty fast updates, plz review and as always any suggestions you have will be greatly appreciated.

(1) I was unable to find any detail on her home in the series so I'm having to improvise.


	8. Here's Dragonsbane

"Normal speech"

_'Thoughts'_

**'Symbiote'**

The Next Day…

Felicia rose from her bed, ignoring her lack of attire and went about her usual routine of heading to the kitchen, preparing herself a mug of coffee while starting making herself a bowl of cereal, not entirely trusting herself to cook before she was fully awake. She headed to the living room, sipping at what she referred to as the elixir of life before lowering herself onto the sofa. Shifting her position as to reach the remove, inadvertently spilling some of the milk from her bowl onto her bare thighs, she inhaled a sharp gasp in surprise at the sudden cold sensation.

"Shit" Felicia muttered, placing her breakfast on a coffee table along with her coffee before jumping up from the couch and charging towards her bedroom as to get dressed, stopping just as she reached the handle as the previous day's events reached her mind.

"Bloom…is this, your idea of a joke?" Felicia asked, a hint of hostility within her voice.

**'Maybe'** Bloom replied teasingly with false innocence.

"Well it isn't funny, I want clothes, now" Felicia countered.

**'It is funny from where I am'** Bloom countered as she morphed clothes onto the nude Black Cat, she was soon dressed in a short pink skirt with a matching low-cut sleeveless shirt with a denim jacket and beneath the skirt a pink thong materialized and a matching bra materialized atop her breasts.

"It wasn't funny, do you have any idea how cold that was?" Felicia argued.

**'Yes and it was funny to watch someone get up and out of bed not even realise they were nude before walking about the apartment doing their regular routine, sit down to eat and watch TV and only notice by spilling a cold liquid onto their exposed flesh'** Bloom countered, Felicia growled in response.

"Of all the Symbiotes I could bond with I end up with the one with a cruel sense of humour" Felicia muttered to herself angrily as she stormed back to the living room, sat back down on the couch, ate her breakfast before it could go soggy before turning on the news, still nursing her coffee.

_'And here, live at the downtown shopping district mad scientist formerly known as Doctor Octavius but now more commonly known as Doctor Octopus is terrorising the city and pillaging the banks' (1) was what the dark skinned reporter said before the camera moved to view the said super villain._

_'Terrorizing is such a strong word, I simply wish to make a withdraw' the Doc remarked before slamming one of his robotic arms into a cashpoint, dollar bills shot out, he thrusts a second mechanical arm towards the reporters,_ the screen goes static.

Felicia's grip on the handle of her coffee mug hardened, fire igniting in her eyes, memories flashing before her mind's eye of how the 'good doc' had her pinned down before telling his men to fire on her for taking his detonator, way before she became the Black Cat. Octavius was and is a murderer, a cold blooded colour who only cares for himself and would have no qualms in killing innocent people, she may be a thief and technically be considered a villain most of the time but not even she could condone killing.

"Bloom you ready to introduce Dragonsbane to the world?" Felicia asked, aggression very clear in her tone.

**'I'd say, what are we waiting for?'** Bloom replied, Felicia could practically hear the smirk adoring her Symbiote's face. Felicia intern grew her own smirk and looked down at her body as her body was coated by Bloom and within seconds she sat in her suit.

**'Monster face or no monster face?'** Bloom asked.

"Not yet, no reason to terrify the city on our way to visit the good doctor now is there" Felicia replied before approaching the balcony of her apartment, Felicia extended her arm, hand curled into a fist, webbing shooting out of the upper side of her wrist, she leapt onto the ledge before swinging, shooting web after web as she swung towards the venue.

**'Why not just fly, I can give you wings?'** Bloom questioned.

"I've wanted to do this since my first meeting with the spider and there's no way I'm passing up the chance to feel this" Felicia responded, loving how exhilarated she felt, the freedom it provided her with "Can't you feel it?" she questioned, Bloom fell silent for a second.

**'Yes, it feels like flying but it isn't but you'll learn what I'm talking about soon enough'** Bloom replied.

…

Doctor Octopus was currently coming out of the bank, cash in hand, beginning to make his escape, swatting away police cars along with any form of vehicle that blocked his path. He had finally pulled off a crime without any interruptions from a certain spider, his smirk consuming most of his face only to have it vanish when a pair of feet swung round the corner and delivered a powerful kick to his face, he stumbled back, using his robotic arms to keep him high above the ground while maintaining his balance.

"Sorry I'm late doc but isn't it a little early for this" Spider-man quipped as he landed upon one of the banks walls, the villain turned to glare at the wall crawling hero.

"I was wondering when you'd show up insect" he snarled, raising his two upper robotic arms before thrusting them towards the wall crawler, he leapt out of the way of the oncoming attack, the tentacle smashed through the wall with ease.

Spider-man webbed the doc's goggles, temporary blinding him before swinging towards him and launching himself towards him, striking his gut, the elder man fell back from the force, slamming into and through the banks wall, dollars flying all around.

Doc Ock ripped the webbing from his goggles, his gaze shooting round for the spider, he was located standing a metre or so away in a fighting stance, the mechanical arms launched through the cloud of rubble that formed when Doctor Octopus fell through the wall, Peter began jump and flip over each mechanical limp, avoiding the attacks. The arms slammed on the ground and Doc Ock emerged from the cloud.

"It never fails to amaze me how troublesome a mere insect can be" Octavius muttered.

Peter webbed a piece of rubble and swung it round before releasing the projectile, allowing it to fly towards the green clad villain, said villain caught the large piece of rubble within the claw of a single robotic arm and crushed it, he drove another one forward, aiming for his chest, Peter back flipped out of the arms path way, the claw slammed into the ground, forming a small crater.

"You're gonna have to do better than that doc" Peter remarked, another arm came swinging at him sideways, he leapt over it only to have another come from the opposing side and strike him in the ribs, he flew through the wall of a nearby department store. Octavius began to approach Peter.

"It's time we end this spider" Doc Ock spat, two arms raised to strike as the others supported him.

"We couldn't agree more" said a new voice, hoarse and venomous, Octavius turned to locate the source of the voice and was met with the site of a heroine clad in a feline latex costume.

"And what have we here, a kitten come to save the spider" Octavius snarled.

"The name's Dragonsbane" she snarled, Octavius chuckled.

"Dragon? You may want to check your suit little girl" Octavius responded before shooting a mechanical arm towards her, she prepared to dodge, lightly bending her knees. She jumped over the arm and regrew her dragonic wings, shooting forward at maximum speed towards Doc Ock, delivering a powerful punch to his chest, he flew back and through the wall of the bank, landing within it.

She flew through the hole and into the bank, landing with ease, folding her wings behind her, Octavius rose back off the ground once again.

"Interesting, very interesting" Octavius muttered as he looked over the heroine and her costume.

"You're going down doc" Dragonsbane snarled, her costume altering once again, her maw appearing and opening to reveal her fangs and long tongue, Octavius' eyes widened behind his goggles.

"So that's how, you're a Symbiote host" Octavius stated, Dragonsbane extended her claws.

"Oh great another Symbiote" remarked a voice, Dragonsbane turned to face its origin, her gaze was greeted by the sight of Spider-man.

"Greeting spider, enjoy your nap" Dragonsbane remarked, she flew at the super villain once again, another arm charged towards her, she fully extended her wings, stopping her charge, her arm bolting out and grabbing the arm within her vice grip, the metallic case dented, she gave it a sharp tug and tore the mechanical limb from Octavius' back before tossing it away.

Octavius followed the attach limb with his gaze, it landed among the rubble of the wall, his gaze hardened into a glare, he turned back to face Dragonsbane.

"You're going to regret that" he spat, lifting his mechanical claw, a spherical section at the centre opened before flames erupting from it and heading towards Dragonsbane with incredible speed.

_'Intense heat can be fatal to Symbiotes but raw fire, will kill it'_ Octavius mentally gloated. The flames engulfed her body, Octavius' laughter filled the air around them, but then a second sound was heard, Octavius stopped his laughter along with his attack. A ball of fire was left in the place of its target and at its centre was Dragonsbane.

"Impossible" Octavius gasped, both his and Peter's eyes widened when they saw what the second sound had been, the flames began to dim and they saw Dragonsbane grabbing at the flames and shoving them into her maw until they were gone, letting out a small burp, fire emerging from her maw.

"Excuse me" she said before smacking her lips "Spicy" she commented.

_'Why didn't you tell me I could do that before I was nearly toasted?'_ Felicia asked.

**'I didn't know, but I did know flames wouldn't harm you and would only make you stronger'** Bloom replied. Felicia licked her fangs, picking up on the remains of the flames taste, she had been paralyzed with fear when the flames consumed her body, until they began to burn the inside of her mouth and she noticed its taste and that the flames weren't burning her.

"Surprised?" Dragonsbane chuckled when she saw the face of the villain.

_'Great a Symbiote immune to fire'_ Peter mentally cursed.

"You may be different from the other Symbiotes but that still won't stop me from ending you" Octavius snarled, picking up pieces of rubble within his mechanical arms before tossing them at the duo, Spider-man dodged while Dragonsbane swatted them away.

_'Bloom can we form weapons…like Carnage?'_ Felicia asked, Bloom tapped into her memories of the insane Symbiote and his ability of forming weapons with his limbs. She fell silent as she considered the possibility, Felicia glanced down at their hand as she felt it begin to change, she watched as her hand mutated into a twin sided axe.

**'It would appear so'** Bloom answered.

Dragonsbane smirk grew and she morphed her second hand into another double bladed axe and charged at Octavius. The villain responded by thrusting his remaining mechanical limbs at her, they didn't last, she sliced through the arms, the sparking, metallic limbs fell to the ground, Octavius stumbled back, his hand reaching behind his back before pulling out a small device.

"Now we end this" Dragonsbane snarled charging towards the good doctor, one axe raised high and ready to bring down upon him while the other low so as to follow up with an uppercut.

_'She's going for the kill'_ Peter mentally gasped, he charged towards her, planning to stop her.

"Not today" Octavius replied before throwing the device to the ground, it combusted, smoke rising and blocking the villain from sight, Dragonsbane leapt into the smoke, axes swinging only to be pulled back out as a stream of webbing attached to her lower back and removed her from the cloud. She flew out and landed on her behind, bouncing one or twice from the motion of the impact.

"What the hell?" Dragonsbane snarled, turning to face Spiderman. The smoke cleared to reveal Octavius had escaped, Peter turned to face Dragonsbane.

"You were trying to kill him" Peter stated, Dragonsbane's tentacles reached down and removed the webbing.

"I know, he tried to kill me and would do it without a second thought, I was merely returning the favour" Dragonsbane snarled, pushing past the wall crawler and heading out of the bank.

_'What's happening to me…I've never tried to actually kill anyone before?'_ Felicia mused.

**'That may be my fault'** Bloom admitted.

_'What do you mean?'_ Felicia asked.

**'The nature of my species leads to increase of certain chemicals in the bodies of our hosts…one of the effects are increased levels of aggression, that combined with your hatred for him is probably why you went to kill him…sorry'** Bloom answered, her tone filling with emotion.

_'Don't apologise, you can't control your nature, if anyone's to blame it's the bastard who did this to you'_ Felicia answered.

Dragonsbane stepped outside, reabsorbing her wings before letting loose a stream of webbing and taking off.

"Hey, wait up" Peter called after them before swinging in pursuit of them.

**'You're boyfriend is following us'** Bloom said.

"Not my boyfriend, besides he's married now" Felicia spat, Bloom took the hint to avoid the subject.

"Hey wait!" he called after them, Dragonsbane swung round and dropped atop off a nearby rooftop, the sound of another landing was soon heard and they turned to face their pursuer.

"What?" Dragonsbane snarled, Peter raised his hands to show he meant no offense.

"Hey, peace, I just want to talk" he said.

"We know" Dragonsbane countered.

"Listen, I know what you're going through, to feel the power that the Symbiote grants you but you have to give it up before it takes over you" Peter explained.

"We…I know about what you're talking about of but you don't have to worry, my other is different she is not like that" Dragonsbane countered.

"You may think that now, nut sooner or later it will turn on you and take over your mind" Peter pushed, taking a step towards her.

"Stay back" Dragonsbane warned, he stopped and took the step back.

"I have had past experiences with Symbiotes and their hosts but she is different, she is not like the others" Dragonsbane continued.

"It is, it will try to take over you, they all do sooner or later" Peter pushed.

"SHE WON'T" Dragonsbane snarled, her pupils thinning, claws lengthening, several tentacles emerging from her back and the monster visage, as Felicia had now dubbed it had returned, she took several deep breaths and she returned to 'normal' the tentacles were reabsorbed back into the body, claws shrinking and monster visage retracting.

"You see what I mean, that was the Symbiote" Peter stated.

"No…that was us, both of us, she may increase my levels of aggression but she's only a baby, she won't survive been removed from me, she needs a host to survive" Dragonsbane replied.

"A…baby…as in recently spawned?" Peter questioned, Dragonsbane posture dropped.

"Long story and one I have no interest in telling you" Dragonsbane replied, her wings growing out from her back, she turned her back on the hero and approached the edge of the building.

"Wait…" whatever else he had to say died when Dragonsbane jumped, heading towards the ground, he ran to the ledge, looking down to see her fully open her wings and begin to glide before beginning to flap them and speed up, there was no way he could keep up with her.

"Great not only is there another Symbiote in town but it's a new-born with immunity to fire, at least it should be a while before it reproduces but…it also means I'm going to have to find a new way in which to remove it from its host, preferably before it has time to further adapt against possible ways to remove it from its host and before it is able to reproduce" Peter muttered.

A/N Not my best I admit, still adapting to this new category, plz review and any suggestions you have will be greatly appreciated.

(1) I know sounds crap, probably down to mental exhaustion.


	9. Sweet Dreams

"Normal speech"

'_Thoughts'_

'**Symbiote'**

Felicia had long since returned from her conversation with Spiderman and was now stuffing her face with a variety of types of chocolate, her cravings decreasing with each bite as she fed Bloom's Symbiotic body the chemicals it required to survive, preferring chocolates over human brains any day.

'**I think the chocolate might be one of your preferred areas of our partnership'** Bloom chuckled.

"I admit it is a rather tasty requirement but this all going to go to my thighs and I hope you won't cost me my figure" Felicia replied.

'**Don't worry about that, I enhanced your metabolism when we bonded, you won't be piling pounds because of a few chocolate bars and as for your thighs…I think you might and any future partners especially will see it more of a good thing'** Bloom chuckled.

"A few? We've gone through ten boxes" Felicia remarked.

'**Exactly, a few'** Bloom remarked, giggling at Felicia's face, she popped the last treat into her mouth and savoured its taste.

"What do you say we head to bed?" Felicia remarked as she stretched out her stiff limbs, yawning, she rose from the couch and headed to her double bed. Bloom shrank her clothing away until she was nude, she climbed into bed and was soon beneath the duvet, curling up and going to sleep.

Mindscape…

Felicia found herself on the edge of a clearing, she looked out to the centre to see a certain redheaded nude Catgirl, curled up in a ball.

'_Guess I'm in her dream'_ Felicia thought to herself as she began to approach Bloom only to stop when she saw someone else appear.

She was tall, her skin tanned, her hair brown and long, her clothing consisted of a green low-cut shirt accompanied by a short purple skirt. She was sat beside Bloom, scratching her behind the ear, Felicia began to approach them once again.

…

Flora lightly scratched the redhead behind the ear much to her protest, she curled up into a ball, purring, her tail moving about the grass in pleasure, the sound of light footsteps caused her to look up, she was greeted by the sight of a blonde woman, around her own age and quite curvy.

'_My dreams are really getting out of hand'_ Flora thought to herself as she looked the woman up and down, she wore a pink sleeveless shirt, a denim jacket atop it with a pink skirt that barely reached her knees.

'_She actually purrs'_ Felicia thought to herself as she fought her desire to burst out laughing and or join in with the other girl.

"Hi, I'm Felicia" she greeted.

"Flora" she replied, Felicia's eyes widened as she finally placed the other girl, since bonding with Bloom they now could access each other's memories, though Felicia preferred her privacy she did peak into Blooms and recognised this girl as been Bloom's roommate and saviour from Valtor, Bloom's ears perked up and Flora's scratching slowed.

"Oh, hi Felicia" Bloom greeted, rising to sit on her paws, her tail continuing to swish through the grass as she looked upon her host.

"Hey, since when did you purr?" Felicia asked, raising an eyebrow, Bloom's cheeks tinged red.

"Purr? I don't know what you're talking about" Bloom answered, looking away as her blush continued to grow, Flora grew a small smirk and began to scratch the top of Bloom's head, the redheads eyes closed and she began to purr once again, Flora stopped and removed her hand to Bloom's dismay.

"Kitten here always purrs" Flora chuckled, Felicia giggled.

"Kitten?" Felicia giggled, Bloom sent a mock glare at Flora, causing them both to burst out laughing, Bloom's blush spread throughout her entire body, Felicia lowered herself to the 'floor' beside the duo and reached over to Bloom, lightly scratching her behind the ear, the purring resumed.

"Aww, you're so cute when you purr" Felicia cued, Bloom lowered herself onto the ground, lying down, closing her eyes as Felicia continued to scratch her behind the ear.

"Isn't she just" Flora giggled as she began to lightly scratch Bloom's head, her tail continued to weave through the grass in pleasure before finally coming to been beneath Flora's skirt where it stood upright, hitting the nature fairy's pussy, Flora inhaled sharply as pleasure thundered through her body as the soft and furry limb tickled her now damp and naked pussy, the tail retracted with incredible speed and Bloom sat, yowling in surprise as she cradled her tail.

"Huh?" Felicia questioned, Flora leaned close to her and began to whisper.

"Her tail is incredibly sensitive...and a real sex fiend but down tell her" she stated, Felicia's expression became one of confusion, they watched as the redhead cradled her tail, that's when she smelt it, the scent, that oh so familiar and yummy scent wafted into Bloom's sensitive nose through her intense sense of smell, she closed her eyes and sniffed it, Flora's cheeks tinged red when she saw the redhead doing this, her blush deepening when she got a good luck at the tail and the sticky liquid on it, not much but it was there, Bloom extended her tongue and lightly licked her tail, her tongue shot back in her mouth the minute she tasted it, letting out a small moan.

"What is this stuff?" Bloom asked in amazement as she began licking the tip of her tail once again, licking all the liquid off, her entire body beginning to shake in pleasure as she tormented her tail with that relentless tongue, Flora's blush now enveloping her entire body, the tingling down below becoming worse and more noticeable as her body continued to respond to the arousing display as her not so innocent mind began conjuring erotic images of her and the Catgirl.

Soon the tail was clean, much to Bloom's disappointment and Flora's relief while Felicia tried to stop herself from bursting out in laughter when Bloom began to cough rather violently and sound as if she was choking, her companions began to pat her back, growing worried only to have the worry fade into a amusement when a red hairball emerged from the redhead's mouth. Bloom blushed in response to this...humiliating side effect of her transition when her hearing picked up the sound of liquid dripping she raised herself to stand on all fours before ducking her head to see what was going on. She got her answer when she saw her pussy dripping.

"Huh?" Bloom questioned, Flora leaned over to Felicia again.

"Told you that tail was sensitive" she chuckled.

"Why does she look confused?" Felicia whispered back.

"I think here she's truly innocent, since we came here that tail of hers does something to bring me close to the edge and then she tries to sniff it out...she doesn't know, you wanna give her the talk" (1) Flora teased, Felicia's entire body was enveloped in a bright red blush, they turned back to Bloom to see her curled up like a cat trying to sniff the liquid, trying been the operative word, she maybe part cat but she isn't that flexible, at least they didn't think she was.

Meanwhile...

Upon the Tricarrier a tall muscular man, attired in high-tech armour, his skin dark and a black eye patch decorating his face. His gaze set in a death glare as he viewed the monitor and what it displayed. The attempted robbery of Doctor Octopus from earlier that day, including the arrival of a new Symbiote with the immunity to fire was featured upon the monitor, the security footage of the battle.

"Just what we needed, we finally get rid of Carnage and now we have her, assemble a team I want her gone before things get out of hand, this will be a Search and Destroy mission the objective is to remove the Symbiote from the host and dispose of it and to not harm the civilian within it, but if it comes to it, the destruction of the Symbiote takes priority over everything else, we can not allow it to reproduce, it's immunity to fire could mean the end of us all if it adapts to sonic waves and reproduces" Fury roared, agents began running around, assembling what was required for the mission, now all they had to do was find her.

Agents began charging round, weapons been selected and charged, all information collected on the parasite race was been looked over, all the moves Dragonsbane used were analysed, the abilities she'd displayed such as growing wings and tentacles, using webbing and forming weapons using its own body like that of the Carnage Symbiote, all the way down to her catlike appearance.

A/N Hope you all liked the chapter, I know shortest one yet, sorry, plz review and as always any suggestions you have will be greatly appreciated.

(1) Basically in the 'Dreamworld' this Bloom is more or less based onto her subconscious and been an infant Symbiote rather innocent, so innocent in mind with the body of a teenager with its hormones as well as those as a cat, also here the Symbiote part of Bloom undermines the actual Bloom, so as to escape the visions Valtor forced upon her...hope that made sense.


	10. Dragonsbane VS Venom

"Speech"

'_Thoughts'_

'**Symbiote'**

'_**Symbiote thoughts'**_

The Next Day…

Eddie Brock, aka Venom was atop the roof of an old warehouse, his clothing consisted of dark grey jeans, a red sweater beneath a blue jacket, his gaze scanning the distance as he searched for the new Symbiote, having seen the footage on the previous night's news he was more than eager to form an alliance with it.

'_A Symbiote with immunity to fire…if we can get her on our side the Spider will be an easy target'_ Brock thought to himself as he grew a dark smirk.

'**And if we can learn to adapt this ability we shall be superior even to that of Carnage and since she didn't seem to fight with the Spider we know she isn't his ally but merely someone with a grudge against the good doctor'** Venom added _**'I will finally get payback for you abandoning me Parker…we were great together we were perfection and or turned your back on me…forced me out of your body and left me to die and I would have perished if not for Brock…but even he is using me and I don't want to be used I want a partner'**_ Venom mused to itself, glad Brock was unable to hear the thoughts (1).

They saw their target, Dragonsbane. Swinging through the near deserted area of town, it maybe deserted but it was also the prime location to find gangs and the occasional villain, the Venom Symbiote began to ooze out and cloak Brock's body until he was covered in the substance and took on the monstrous form of Venom.

…

Dragonsbane wasn't patrolling per say but rather looking for some release of her pent up stress and to kill some time, she was no hero and she didn't claim to be, she'll help out if she's around sure, go out of her way for a little vengeance certainly.

'_Bloom I've been meaning to ask you something since last night'_ Felicia thought to her Symbiotic companion.

'**Oh? What about'** Bloom asked, Felicia could practically hear Bloom raising an eyebrow in curiosity.

'_Last night when I went to sleep I ended up in your mind, in your dream is that always going to happen?'_ Felicia questioned.

'**No, from what I understand of the whole thing you only entered my mind out of your subconscious curiosity and since I lowered my mental defences to let you in to show you…how this happened and forgot to raise them again you ended up in my dream'** Bloom answered, though she wasn't certain she was sure it was close to whatever reason it was.

'_Okay…and how come your…err…dream self? I guess…how come she was so…innocent?' _Felicia asked, feeling her cheeks tinge red at the memory of the Catgirl, Flora had told her what she thought but she wanted to hear it from Bloom herself before she made her conclusions.

'**Innocent? Oh…that…well you see when I sleep my subconscious takes over, while I…hide…from certain memories, my subconscious knows of my fear and reverts to a state in which I would ignorant of the fear…in other words I become someone who knows nothing of intimacy with close to the mind of a child with the body of a teenager'** Bloom explained _**'I just wish I didn't retain the memories of the dreams…they're so embarrassing' **_she inwardly moaned, thankful Felicia couldn't hear her thoughts.

'_And you remember everything?' _Felicia asked, growing a small smirk when she heard Bloom's answer.

'**Unfortunately yes, Symbiotes don't forget dreams like humans do, we retain everything all knowledge we acquire remains like the abilities of our hosts'** Bloom explained, oh was Felicia going to have fun with this later, payback time for yesterday's prank.

The duo rounded a corner and entered the more deserted part of time, swinging on auto pilot, Bloom making sure she didn't swing into a building or something while they conversed with one another and while Felicia occasionally lost herself in this feeling of complete and total freedom. However, as they continued to swing Bloom began to feel restless and Felicia could feel her. Something was wrong.

'_What is it Bloom?'_ Felicia asked, her mental tone one of concern.

'**Another Symbiote host is nearby…really close actually'** Bloom explained, the agitation in her tone growing with each word, Felicia's gaze narrowed.

'_Where?'_ she asked.

'**Can't you feel him…focus on our instincts remember we are one, I can feel him so, so can you'** Bloom explained, Felicia began to focus on her and Bloom's instincts and discovered her companion was right, the other Symbiote was close, she continued to focus before turning to face where she could sense him, her heart skipped a beat at the sight of Venom.

'_Venom?!'_ Felicia mentally gasped.

'**So you know him?'** Bloom asked.

'_Yeah, he was the first Symbiote to come to Earth…look into my memories and you'll see why I'm not too thrilled to see him'_ Felicia stated, eyes widening as Venom beckoned her over with his hand, she began to swing in his direction, keeping her guard at its peak.

Truthfully Bloom didn't really need to look into her hosts memories to know that the Symbiote was dangerous and not someone you wanted to either be on the wrong side of or to even meet but she wasn't going to pass on an opportunity to look into Felicia's mind, besides by looking into it she could learn some vital information concerning the other Symbiote that she could use and so she dipped into her hosts memories and began to assimilate all the information connected and related to Venom.

Dragonsbane landed across from Venom, several paces away, she crossed her arms over her chest, her eyes narrowing as she prepared for any sudden movements from the other Symbiote.

"Why did you call us over?" Dragonsbane questioned.

"Because we need to speak with you" Venom answered, Dragonsbane raised an eyebrow at hearing this.

…

Aboard the Tricarrier the one eyed agent known as Nicholas Fury was looking over the monitors, knowing from experience that just because one possible new threat arose didn't mean all the old ones took the day off and so he remained ever vigilant as the other agents continued to search for the new Symbiote that acted under the alias Dragonsbane.

A single agent approached him, a tablet in hand, he cleared his throat and Fury turned to face to agent, his hard gaze penetrating him showing he was in no mood to play games and that this had better be the information he wanted.

"What is it Agent Smith?" Fury questioned

"There have been sightings of the new Symbiote in upper town, down town and some at the city boundaries and from these sightings and the time difference they are apart we have been able to triangulate that she should be in this area by now" he stated, holding up the tablet to display a map with several red dots indicating where their target had been spotted, each connected with a red line and each saying the time she had been spotter in that area and finally a large circle encircling the estimated area she would be in.

"Mobilise a team and get there an hour ago" Fury barked, the agent nodded and ran off to follow the orders. Another man approached Fury in a white lab coat, with brown hair and only one arm, he cleared his throat and Fury turned to face him.

"Is something amiss Doctor Connors?" Fury questioned.

"No sir, I just thought it would be more appropriate to capture the Symbiote rather than destroy it" Curt stated.

"Oh? How so?" Fury questioned.

"Well just think about it for a second, we just discovered a new Symbiote with immunity to fire and possible but not confirmed immunity to sonic waves, if we are able to capture and study it we may be able to discover if it has any new weaknesses with its new invulnerability and if this immunity was developed over generations or if it simply took the ability from its new host and finally we may uncover a way to permanently end the Symbiote race as a threat for good, maybe even adapt them to us and use them in the fight against villains like Doctor Doom, Galacticus, Juggernaut and Sinister" Curt explained, Fury looked to be in deep thought for a moment.

"You make a good case Connors, fine I will order the agents to attempt to capture the Symbiote but if it isn't possible then its destruction takes priority over everything else and this better not be another plan to grow your arm back" Fury stated, recalling the last attempt led to the metamorphosis of him becoming 'The Lizard' and he didn't want to consider what would happen if the Symbiote caused even remotely similar results.

"Don't worry it isn't, I learned from my mistake" Curt stated before heading back to the lab.

"Agents change in plan this is now a capture mission, retrieve the Symbiote so it can be studied but if that proves to not be possible return to the original objective of removing the threat" Fury stated into a microphone.

…

"We wish to form an alliance with you" Venom stated.

"An alliance? Why would you want to be allied with us?" Dragonsbane questioned, raising an eyebrow behind her mask, which was without the fangs and gaping maw as Felicia would rather not fight Venom if it could be avoided.

"Your immunity to fire would be of great aid in our cause to eliminate the spider that has caused both of us no end in trouble" Venom stated.

"You want our help to kill Spider-man?" Dragonsbane asked though it was more of a statement than a question.

"That is correct, from what we saw of you Dragonsbane isn't it?" Venom asked, Dragonsbane nodded in response "Intimidating indeed…for humans…from what we saw of you we can see you are not allies with the wall crawler and that you only appeared to fight with him because of some personal vendetta against Octavius and since he denied you your true and complete vengeance…well you could consider it a little extra incentive to aid us in destroying the spider" he finished.

"You're right when you say he and I are not allies, he's already tried to convince me to desert my other which is something I will not do…but, I have no interest in killing him so I respectfully decline your offer Venom" Dragonsbane stated, she turned to leave, hoping he would drop it but she doubted it highly.

"Very well, but if you won't aid us in crushing that irritating insect of a hero then tell us how you gained such an immunity to fire" Venom stated.

"You expect me to tell you how I gained immunity to one of the few things that can kill the Symbiote species, no way, I do not trust you would use the secret wisely" Dragonsbane retorted, taking a step to take her leave.

…

The agents had arrived at the near deserted part of town and through the use of their advanced tech tracked the Symbiote to the roof of a nearby warehouse, they dropped their hovercraft down onto the ground and began to head towards the roof of the building, they couldn't risk Dragonsbane learning of their arrival before they were ready.

As they drew closer, climbing the staircases in minutes the blip signalling the location of the Symbiote on the leaders monitor split into two, he pulled up the radio.

"Sir we are nearing the target but our scanners are picking up a second Symbiotic life form how should we approach this new development?" he asked into the device.

"Approach with caution and learn of which Symbiote is with the target, take the necessary actions to subdue them both and bring both Symbiotes to the Tricarrier we may be able to use them both to speed things along" the voice of Fury answered.

"Yes sir" the leader acknowledged as they neared the end of the final flight of stairs that led to the roof, stopping at the door that led to it, taking a miniature camera, attached to the scanner by small cord he slipped the camera through the key hole and soon received a visual of the two Symbiotes, the screen showed Dragonsbane and Venom circling one another, preparing to fight.

'_Venom and Dragonsbane about to fight, with luck they'll weaken each other enough to capture with minimal casualties'_ the leader mused.

"Be ready men, on my signal we charge and hit them with everything we've got" the leader stated, his response was the safety on all weapons been shut off as they powered up.

…

"You will reveal to us the secret even if we have to beat you into a bloody paste to learn it" Venom snarled, Dragonsbane adopted a loose stance.

"We would have preferred to not fight you but we will if you force us too and you will lose" Dragonsbane hissed, the monster visage appearing upon her mask, her maw opening to reveal her fangs and long tongue.

"Do not underestimate us" Venom snarled, charging at Dragonsbane, fist raised high, at the last second Dragonsbane jumped over her foe and the offending fist, said fist came down and smashed through roof where she had been once stood, with ease. Venom turned back to face Dragonsbane, snarling as he readied himself to attack again, he charged at her.

'_Yo Bloom got anything we can use against him other than the usual stuff?'_ Felicia asked her companion.

'**Oh I've got stuff you would not believe'** Bloom replied smugly, the next Dragonsbane new four long slender spider legs emerged from her beck, slamming into the ground before rising her several feet above Venom, he ran beneath her and soon stopped, turning back to face her, Dragonsbane moved to face her foe also.

Venom charged and Dragonsbane felt her maw open on its own accord or rather under Bloom's influence and next thing she knew a stream of flames was erupting from her maw and heading in the direction of Venom. The Symbiote clad villain gasped and leapt out of the way, glancing back to see the breath of flames strike where he was stood, when it stopped in its place was a large hole where the flames had burned through the roof, his eyes widened.

'_Wow…Bloom really wasn't kidding about having loads of surprises in store'_ Felicia mentally gasped as she was in a state of awe, the sound of Bloom's chuckling filled her mind.

'**I've still got more Felicia, a lot more…but I think I'll keep that back for another day, you've had enough surprises for one day'** Bloom stated, Felicia could practically hear her smirk.

'_Why didn't you tell me we could breathe fire yesterday…we could have fried Doctor Octopus and ended him once and for all?' _Felicia asked.

'**Because I only just worked out that we could, it seems my new form has taken the Dragon Fire and made it far more literal than it was before…Felicia we're part dragon, it's DNA is within me and I can replicate all its abilities'** Bloom explained, excitement infiltrating her tone.

Venom rose back to his feet and turned back to glare at his foe, baring his fangs. His patience was running thin here and the worst of it was he was beginning to see how hard it would be to defeat Dragonsbane. Dragonsbane remained suspended in her air on her four spider legs, watching Venom carefully to see what he did next.

"What are you…you're unlike any Symbiote we have ever encountered before?" Venom snarled.

"We are your worst nightmare, we are Dragonsbane" Dragonsbane snarled before charging at Venom with incredible speed, Felicia put this down to her new legs as it seemed they granted her far more speed than her human ones did, her hand morphed into an axe and shot out at Venom, her arm stretching.

Venom leapt over the axe, it buried into the roof, the motion of the jump sent Venom flying right towards Dragonsbane, he pulled back his fast so as to deliver a powerful right hook to her cheek, her hand shot up and encased the fist, the next one came and she caught that one two.

Dragonsbane grew a vicious smirk as she watched Venom's eyes widen with a hint of fear in them, no doubt realizing that at this proximity he wouldn't be able to dodge her fire breath attack and due to the Symbiote's lethal weakness to fire, it would mostly likely kill him.

'**Ready for another surprise?'** Bloom asked her voice echoing within Felicia's mind once again.

'_Another? I thought I wasn't getting anymore' _Felicia replied coyly.

'**What can I say, I like to spoil my host'** Bloom countered.

Dragonsbane smirk grew and she bared her fangs, foot long spikes oozed out of her, her entire body was soon covered in spikes that continued to grow to two foot before Bloom decided to stop their growth, those covering her body were a couple inches buried into her foe while those in her palms had cleanly ran his fists through.

Venom wailed and wailed as pain thundered through their body.

"Now to finish the job" Dragonsbane muttered before letting loose her fire breath, it consumed Venom's body, they both screamed in pain. She stopped and dropped the new nude and badly burned Brock, the black ooze that was his Symbiote slowly slithering away showing how weak it was.

'_You spared them?'_ Felicia stated in surprise, when Bloom forced her to release her fire breath again she really thought she was going to kill Venom.

'**What you didn't think I had no mercy did ya I only wanted to separate them, tell them it's a warning and the next time, we won't hold back'** Bloom replied, she never liked the thought of killing but…after Valtor she would do it if it came to it.

'_Okay' _Felicia muttered a tad confused but decided to ignore it.

"Consider that a warning, the next time you fight us though, we shan't hold back and we will kill you" Dragonsbane sneered.

"NOW" a male voice bellowed, Dragonsbane turned to locate its source, the door leading to the rooftop slammed open and around two dozen S.H.I.E.L.D charged out, each one armed with some form of weapon, the leader turned to glance at his small army.

"You, retrieve the Venom Symbiote the rest of you take her out" the leader called, pointing to one of his agents before pointing towards the Venom Symbiote that slithered further and further from its former host, the said agent headed to it, taking a nozzle attached a pipe, attached to a containment device on his back he sucked up the escaping Symbiote and imprisoned it while the rest of his team charged towards Dragonsbane, soon surrounding her and pointing weapons on her.

"What do you want?" Dragonsbane snarled.

"Dragonsbane you're coming with us, come willingly and your host won't be harmed resist us and we can't guarantee she won't be harmed in the crossfire" the leader stated.

"And why should we go with you? We have done nothing wrong" Dragonsbane retorted, her eyes going over the new arrivals wearily, preparing to sprout wings and fly the second she saw someone attempt to scratch their trigger finger.

"You're a danger to the public, last chance come quietly or be forced, your choice" the leader stated.

"We will never separate, we have done nothing wrong the only thing that would indicate us been a danger to the public is your paranoia of the Symbiote race" Dragonsbane snarled.

"You've made your choice, fire!" the leader commanded, sonic waves were fired from half of the agents that surrounded her, striking her body.

Bloom began to scream in pain, Felicia grit her teeth as pain thundered through her body as she felt Bloom been ripped from her body. On the outside Dragonsbane's skin began to act erratic to say the least, peeling off of her before forcing herself back on only to be peeled off again, on several occasions they exposed feminine flesh as the Symbiote fought to remain with her chosen host.

"STOP! PLEASE…STOP" Dragonsbane begged, fear and pain thundering through her voice, tears streaming out of her eyes and don't the Symbiotic flesh that clung to Felicia's body for dear life.

"We'll…do anything…you want…answer any…questions…just…please…STOP!" Dragonsbane roared, the leader brought up his radio.

"The new Symbiote may be immune to fire but it is now confirmed she is vulnerable to sonic waves though the target seems to had incredible stamina in remaining attached to the host…I think it is prepared to die to remain with its host" he stated.

"And as such when the Symbiote dies while still attached to her host some serious damage could be dealt to the host, what about the second target?" Fury questioned.

"The second target was revealed to be the Venom Symbiote and is now contained its host is unconscious and will be transported back to prison after questioning on what he knows of the target Symbiote" the leader answered.

"Good, make sure all information gathered is brought to me immediately" Fury stated.

"I will deliver it personally sir" the leader answered, ignoring Dragonsbane screams and shrieks of pain, Felicia's legs were now bare as was her entire right arm and half her left, indicating the Symbiote, aka Bloom couldn't hold on for much longer. A agent not firing on Dragonsbane prepared the vacuum device as to contain the Symbiote or what was left of it once they were done removing it.

Dragonsbane's shrieks continued only to cease when the pristine white of her eyes turned a demonic red, her pupils faded, the spider legs retracted and they fell to the ground, the agents moved in closer, upping the intensity of their weapons only to gawk at the Symbiote re-covered the exposed flesh and seemed to harden and take on a scaly pattern, the feline tail became more reptilian and dragonic wings erupted from her back.

"WE SAID STOP!" Dragonsbane roared, her voice physically fading into a dragonic roar as fire engulfed her body before combusting, sending agents flying in all directions and knocking them unconscious.

Dragonsbane hunched over, breathing heavily her form returning to its natural appearance, she felt exhausted, they glanced round at the fallen agents and began to limp towards the edge of the roof, her mask retracting to show her face.

"What…was…that?" Felicia asked, panting heavily, enjoying the sensation of breathing air normally and not filtered through her mask or through Dragonsbane's maw.

'**I…don't…know…I…blacked…out...the last thing I remember is...trying to...stay with...you' **Bloom answered.

"We've gotta…get out…of here" Felicia stated, only receiving a hum in response, her face was soon recovered by her 'mask' and once again dragonic wings erupted from her back and she took flight though much slower than the other times she used the wings and spent most of the time focusing on keeping her wings longs enough to get home before she collapsed.

A/N Sorry I made you wait I hope this chapter makes up for it, any suggestions will be greatly appreciated especially since my comic book knowledge is incredibly weak never actually reading one so I'm going off what I can find on the internet so apologies in advanced is some things I include don't follow the time lines or aren't accurate, plz review, the more reviews I get the quicker I will update.

(1) The hosts are unable to read these thoughts as the Symbiotes can block them...so basically hosts can't hear Symbiote thoughts.


	11. The Making Of Allies

"Speech"

_'Thoughts'_

**'Symbiote'**

_**'Symbiote thoughts'**_

That Night…

While Dragonsbane's confrontation with Venom and S.H.I.E.L.D. was occurring Peter had been considering how to approach the arrival of a new Symbiote before finally deciding to request advice from a couple of old allies. So now he was swinging in the direction of the headquarters of the famed team the Fantastic Four, hoping maybe Dr Reed Richards would be able to shed some light on the subject of Dragonsbane and what he should do.

'I'm not even sure what to think when it comes to Dragonsbane, she helped stop Doc Ock sure but then she tried to knock him off, her reasoning because he was evil and wouldn't hesitate to do the same…she does have a point there…but still if we started killing off villains that would make us no better than them…she says that her Symbiote is different yet she tried to kill Doc Ock and something tells me that was more down to the Symbiote than her' Peter mused as swung through an open window of the Four Freedoms Plaza.

He landed in a crouched stance in a dark room, his gaze moved round the room, making out the darkened shapes of tables, beakers and large machines.

'_I must be in Dr Richard's lab'_ Peter mused.

Flick

Light engulfed the room and Peter was momentarily blinded having had his eyes adjusted to the dark, his eyes blinked rapidly beneath his mask, his vision soon began to focus to see Mr Fantastic himself leaning in the high-tech doorway into his lab, a small smirk on his face.

"You know you could just use the door" Reed greeted, Peter rose to his feet.

"Where's the fun in that" Peter remarked, the scientists smirk grew at the response.

"So what brings you to our humble abode?" Reed asked as he began to approached Peter, assuming something major was going on that he'd been left out of the loop of, it wouldn't be the first time.

'_Humble? What about this place is humble?'_ Peter mentally remarked.

"A new Symbiote has recently risen and I'm not sure how to approach her" Peter stated.

"Why would this case be any different from the other times?" Reed questioned.

"Because she's most likely an innocent civilian who got a hold of a Symbiote, she believes she can control it and this one is immune to fire" Peter stated.

"So a rather powerful Symbiote…but why do you think the host is a civilian when Symbiotes have been known to target powerful and violent hosts?" Reed questioned, Peter let out a tired sigh.

"She revealed herself by helping me in stopping a robbery by Doc Ock, she wants to help people and probably think the Symbiote is a way for her to become some sort of hero…then again she did seem knowledgeable about the Symbiote" Peter explained

"I still don't see why you would need to come here Spider-man, she sounds similar to Carnage, he's immune to sonic attacks and she to fire" Reed said.

"The Symbiote is already causing increased levels of aggression that much is clear from when she tried to take out Doc Ock but even after she defends her Symbiote with a clear mind, her aggression levels did rise in my last conversation with her on the subject of removing it. She knows what a Symbiote is capable of and knows how they affect their hosts, yet she doesn't want me to remove it and even referred to it as been a baby, she's protective of the Symbiote and will fight to keep it, how can I approach that?" Peter asked.

"A baby? As in a new borne Symbiote recently replicated?" Reed questioned.

"I guess so, she said it was a long story and refused to go into it" Peter answered.

"Then perhaps the host is a mother or was one, then she could see the Symbiote as her child and desire to protect it above all else in which case it should be removed as soon as possible. Or maybe there's more to this than either of us know. Besides we already know the host can influence the Symbiote, look at Carnage it bonded with a psychopathic killer who loves it to the point of lust and it was just as psychotic if not more so, then Venom, Brock hated you and the Symbiote did too to the point of wanting your death but with you Venom helped you in being a hero so perhaps we won't need to remove the Symbiote" Reed suggested.

"You're forgetting that when I was bonded to it I nearly killed those I fought and I would have done it if I didn't come to my senses, the Symbiote increases levels of aggression no matter who possess one or which one it is they cause a rise of aggression that will lead sooner or later to killing" Peter stated.

"Except that was an adult Symbiote perhaps a newly replicated one will be unable to cause such a rapid growth in levels aggression, maybe the Venom Symbiote adapted that trait from a previous host and Carnage inherited it which would mean this new Symbiote if unrelated to the two would not" Reed suggested.

"Except that's just a theory, out there is a new Symbiote with immunity to fire and has the potential to be the most dangerous one yet, I could try loud sounds to force them to separate but what then sound won't kill a Symbiote, weaken it and force it out of a host yes, kill it? No. And what if there's an innocent inside that suit removing the Symbiote like that could cause permanent damage" Peter stated, Reed rubbed his chin in thought.

"That is true if the Symbiote bonded to a weak or even crippled host forcefully removing it would cause a serious backlash and in an extreme case could cause the death of the host. My advice approach her again and learn what you can, try to convince her to leave the Symbiote willingly but keep a vigilant eye about you, it is possible that this Symbiote is different to the ones you've already encountered" Reed explained, Peter's posture slumped.

'_Great now I've got even more on my mind than I did when I first arrived'_ Peter mentally muttered.

"Thanks for the advice" Peter said before turning back to the window and firing out a stream of webbing.

"Anytime and if the new Symbiote begins to follow in the steps of Venom and Carnage do not hesitate to call us" Reed said.

"Don't worry if this thing turns bad I'm calling in the cavalry" Peter chuckled before swinging out of the window and off into the night.

'_So a new Symbiote is in town and one that has evolved immunity to fire, perhaps that means it's more susceptible to Sonics'_ Reed mused.

The Next Day…

Felicia stumbled out of bed once again nude, bracing herself against the wall, waiting for the room to stop spinning.

"Man I hate S.H.I.E.L.D." Felicia muttered groggily as she head to her underwear draw.

'**Yeah? Well that makes two of us…I hate those Sonic weapons'** Bloom groaned.

"Ditto to that" Felicia stated as she fished out a lacy black pair of panties and a matching bra, slipping them both on.

'**Err…why are you putting clothes on when I can make anything for you?'** Bloom asked.

"Because yesterday I nearly ended up naked in front of a bunch of S.H.I.E.L.D. agents, I may be up for teasing and flaunting what I've got but I ain't streaking, call this insurance in case we are nearly separated again" Felicia explained.

'**Okay but you do know it will be insanely uncomfortable having clothes on beneath our suit'** Bloom stated.

"Which is why I'm only wearing a bra and panties beneath it" Felicia answered as she exited her room and headed to the kitchen section of the apartment to retrieve some aspirin.

'**Okay, too bad for your fans and the odd civilian who sees us'** Bloom stated.

"Oh?" Felicia asked raising an eyebrow

'**We won't be able to tease them with a tight suit'** Bloom answered, Felicia grew a smirk, making a mental note that Bloom was seeming to pick up her sense of humour.

"Now that isn't a hundred percent true Bloom, a tight suit would still be perfect to use in teasing people and having fun" Felicia remarked.

'**So what's your plan for today?'** Bloom questioned.

'_We need to find a way to get S.H.I.E.L.D off our backs before they attack us again and perhaps even succeed…we still don't know what the hell happened yesterday and I would rather not have a repeater'_ Felicia answered.

'**And how would we go about doing that?'** Bloom questioned, Felicia's smirk grew.

"That is simple Bloom, we will go speak to a certain team that S.H.I.E.L.D. trusts and get them to convince S.H.I.E.L.D. that we are not a threat to the public and can be trusted" Felicia answered.

'**And how will we convince them?'** Bloom asked.

"By telling them the truth and the whole story, we need them to trust us and there's no faster way than honesty for that" Felicia answered.

'**You've got a point there, just make sure that they don't spread the word like crazy'** Bloom remarked, preferring that she had some privacy, besides if news somehow got out about the power within her they'd have no end of trouble from people trying to steal it for themselves.

"Don't worry the people I have in mind will only tell S.H.I.E.L.D. what they need to know if we can gain their trust, they won't reveal anything we ask them to keep secret" Felicia explained.

'**Oh? And what team would this be'** Bloom asked.

"Why none other than the Fantastic Four of course and besides if we can get them on our side they'll be able to tell us how much like or different you are when it comes to natural Symbiotes if the comes we have to ask" Felicia answered.

'**When do we leave?'** Bloom asked.

"When my bloody headache subsides!" Felicia snapped as took a seat on the couch and began to lightly massage her temples.

…

It was late afternoon before Felicia's headache subsided and Bloom felt her full strength return. Now they flew in the direction of the team's headquarters, keeping to the shadows, not wanting to attract any unwanted attention.

'**I really hope you know what you're doing'** Bloom muttered.

'_Don't worry I do. They won't attack us if we show we mean no harm early on'_ Felicia answered.

'**And how do we do that?'** Bloom questioned.

'_By surrendering to them and allowing them to take us to somewhere private to talk and maybe revealing who we are beneath the mask'_ Felicia answered.

'**We haven't even had this secret identity for a week and you already want to reveal it'** Bloom stated dryly.

"If it means getting S.H.I.E.L.D. off our backs then yes" Dragonsbane growled, she fully extended her wings and begin to glide down to the entrance of the tall building, making mental notes of the security cameras on a near instinctual level.

'_If they're watching the monitors then they already know we're here'_ Felicia stated. They landed in front of the electronic double doors and approached it, Dragonsbane extended her hand, further extending her index finger and watching with a satisfied smirk as it reshaped to take the shape of the key, she inserted her finger and unlocked the doors, they opened and allowed her entry.

Dragonsbane entered, glancing round and noting the cameras.

'_They will know we're here soon if not by now…well might as well speed it up'_ Felicia muttered.

Dragonsbane curled her hand into a fist and shot it out, putting it straight through a window, alarms began blaring much to the duos discomfort and disgust, they clung their ears as weapons of all kinds emerged from the walls and ceiling, each of them aimed on them.

_'Motion censored...we move we get blasted'_ Felicia mentally muttered, her mental tone one of pain as they continued to wince from the sound of the alarm, the mechanic door on the opposing side of the room opened and Dr Richards emerged, the weapons remained on Dragonsbane.

"Disable intruder alert and immediate defences" Reed declared, the alarm shut off and the weapons disappeared back into the walls and ceiling, Dragonsbane let out a small sigh of relief as her posture fell, Reed turned on the lights.

"We thank you for shutting off that alarm" Dragonsbane stated, Felicia mentally cursed herself for forgetting how effective loud sounds were against her and her companion.

"My pleasure but what do I owe the pleasure of your arrival would it be right of me to assume that you are the Symbiote host Spider-man was referring too?" Reed questioned

"Yes that is us, we are Dragonsbane" Dragonsbane answered, Reed took a few steps towards them.

"And why is it that you visit us?" Reed asked, already hearing the others running down the hallway, no doubt ready for some sort of battle or explanation.

"We need your help" Dragonsbane answered, the door opened once again and the remaining trio of the quartz entered the room.

"So that's what set the alarm off" Ben, aka the Thing, muttered grumpily as he glared at Dragonsbane.

"We apologise for the mess and the racket we caused but we needed to speak with Doctor Richards here" Dragonsbane answered.

"So you break into our home and break a window" Susan remarked as she raised a critical eyebrow that sent shivers down Dragonsbane's spine.

"We knew it would set off the alarm and that it was the quickest way to speak to your husband and we didn't want to walk about your home without your permission especially not when we want allies not enemies" Dragonsbane remarked.

"Allies? For what purpose?" Reed questioned.

"We need you to get S.H.I.E.L.D. to leave us alone, Fury respects you and your team, he trusts you and as such word from you would at least put him at ease and call off the man hunt for us" Dragonsbane answered.

"You're in trouble with S.H.I.E.L.D. and you want us to help you?" Johnny remarked, his tone dripping with sarcasm.

"We are in trouble because of his paranoia concerning Symbiotes and their hosts" Dragonsbane remarked.

"Going on past experiences you can't really blame him" Reed admitted.

"We are been hunted liked monsters, he wants to kill my other and separate us for good based on Venom and Carnage, two examples of the Symbiote race, racism if I've ever heard just because two of their kind go bad you just assume they are all the same, that would be the same as us saying you are the same as Dr Doom, after all your powers come from the same source, you did have strong connections with him and are the same species" Dragonsbane spat, feeling her aggression levels rising again.

_'Spider-man was right her aggression levels are been risen by the Symbiote, not a good sign'_ Reed mused.

"Broads got a point stretch, you're judging her on the actions of others, perhaps we should give her a chance" Ben suggested, his heart clenching at Dragonsbane's words, how she was been treated like a monster, it really made him feel for her.

"I don't know Ben, the Symbiote has already shown to increase its host's aggression levels and from I've been told she has already attempted to take a life" Reed stated.

"SHE not IT, she's a she and as for Doctor Octavius that was all me, not her, my hatred for that bastard runs deep, he tried to kill me and would kill anyone to get in his way, I lost it in the fight because of that, I'm not Carnage, I won't go off and cause a massacre I am good, we are good" Dragonsbane stated.

"Symbiotes have no assigned gender it varies on their hosts and as for it been you who wanted Octavius dead I don't believe that, sure you hated him but the increased levels of aggression are what caused you to try and kill him" Reed stated.

"You're wrong...she does have a gender, she is a she" Dragonsbane snapped, Reed rose an eyebrow when she fought for that point but not that the Symbiote had driven her to attempt murder.

"What about Octavius?" Reed questioned.

"It's in her nature to cause a rise in aggression levels she can't change that but it was I who wanted him dead not her, she's innocent, hands never stained with blood...she's the victim" Dragonsbane replied, calming down, her posture falling more, emotion filling her tone unaware that Bloom's Symbiotic nature didn't just increase her levels of aggression but most emotions in general, aggression was just the more common one.

"What do you mean, she's the victim?" Reed asked.

"She wasn't born a Symbiote she was turned into one, at the moment her body is that of an infant, she wouldn't survive a day without me, she's the victim...the bastard who aided in massacring her people, her family tore her away from her friends and turned her into a Symbiote so that she would keep him alive all the while torturing her mind with scenarios to the point of almost breaking her, she's the victim...she was finally freed and found me and now S.H.I.E.L.D. is hunting us, trying to kill her because of what _he_ did to her and now you refuse to help us and are calling her a monster" Dragonsbane spat.

_'So that's what Spider-man meant when he told me Dragonsbane said her Symbiote was a new born but wouldn't say how complicated it really was'_ Reed mentally gasped, his mind reeling at the revelation, he let out a small sigh.

"Come with us, I think it would be better if we choose to continue this location at another venue" Reed said, Dragonsbane nodded, unsure of the reason but they needed the Fantastic Four as allies and it would be best not to cause problems or to annoy them, that and due to Bloom and Felicia's unstable emotions on this subject been magnified by Bloom's Symbiotic nature.

Reed led Dragonsbane and the rest of his team/family through the white corridors, lights activating with each section as they continued throughout, Dragonsbane put it down to motion activation. Dragonsbane's gaze remained on the floor as they continued through the corridor, they stopped, Reed pressed a button on the wall and the elevator doors opened, the group stepped in, Reed pressed the button for the desired floor and they were soon off and on their way to wherever Reed was taking them.

_'How could someone be turned into a Symbiote?'_ Reed mused.

_'Why do I get the feeling that there's a lot more going on here than we've been told?'_ Susan mentally muttered, getting a bad feeling about whatever their guest was planning to tell them.

_'If what she says is true then we're more alike than I thought...we were both turned into monsters by things outside of our control'_ Ben mentally sighed, his posture falling slightly.

_'Man this is getting more messed up by the minute'_ Johnny mentally muttered.

The silence was deafening, relief thundered through Dragonsbane when the elevator finally came to a stop, the doors opened to reveal a dark room, Reed stepped out of the elevator and the lights switched on, illuminating the room revealing it to be Reed's lab, or what Dragonsbane assumed it to be with all the high-tech machinery and the test tubes scattered about, each one filled with a different chemical.

"Your lab? Why did you bring us here?" Dragonsbane questioned.

"I'm sorry...but I have to verify your story before we continue our conversation, your asking to be left alone and with all things considered that could be a very dangerous thing to do especially when one considers how powerful you are so before we continue I will scan your mind and we'll be able to see if what you say is true, just a precaution and besides if it's true then you've got nothing to be worried about" Reed explained as he headed off to a part of his lab before returning with a metallic helmet connected to a monitor by a cable, he positioned the monitor on a table before picking up and helmet and gesturing for Dragonsbane to come to him.

Dragonsbane approached him, the others following her close behind.

"What does that do?" Dragonsbane asked.

"It'll scan your mind, all you need to do is focus on the memories and we'll be able to see them on this screen" Reed explained as he indicated to the monitor.

"Will it scan her mind, their her memories...not mine" Dragonsbane sighed.

"Allow her control over your body, just for a short amount of time, it will allow us to access her memories" Reed explained.

_'Also it will prove to us that your Symbiote is not like the others, if she behaves and we see what you describe on the monitor then you will have almost earned our trust, if she does not then we'll not only turn separate the two of you ourselves but also turn you both in to S.H.I.E.L.D.'_ Reed mentally declared, though in truth he trusted their guest but he had to be sure.

Dragonsbane nodded, her eyes closing as Felicia allowed Bloom to take over, urging her even. Their eyes reopened, the white of their eyes now blue and filled with fear, it pulled at the heartstrings of the Fantastic Four.

"Are you okay?" Reed asked, still holding the headgear, Dragonsbane only silently nodded.

_'Interesting, it seems that the host is the one who provides the confidence in their relationship rather than the Symbiote itself as I would have assumed, perhaps they are right in that we are judging them on the actions of other Symbiotes we have encountered rather than on their own actions'_ Reed mused as Dragonsbane hesitantly took the helmet from his grasp.

"Please have a seat" Reed said, Dragonsbane slipped onto the table top and placed the helmet upon her head.

"Focus on the memories of what you want to show us" Reed instructed, Dragonsbane nodded and focused on the memories of what Valtor did to her, Reed hit a few buttons on the monitor, a static picture appeared upon the screen, Reed began to turn a dial and soon the image began to appear and grow clearer before finally showing Bloom in her last few seconds of humanity before the dark wizard turned her into the Symbiote and merged her with him.

"It's true" Reed gasped, Dragonsbane squeezed her eyes shut, unable to stop as her memories began to flow freely, the flood gates had opened, tears began to fall from their eyes. The eyes of the Fantastic Four widened as they saw the 'scenarios' as the Symbiote's host had called it play before them, every second Bloom's mind was tortured and her mental apparition was raped by everyone she knew, cared of and even hated.

Tears fell from Susan's eyes while the boys could only look on horrified with expressions of disdain and disgust. Dragonsbane gripped the edge of the table forcefully, breaking handfuls off and crumbling the pieces into dust within her grip.

"Please...make it...stop" Dragonsbane stammered, Reed rushed to her side and began pressing buttons upon the helmet and soon it began to power down, the images on the screen began to slowly become static, Reed removed the helmet and looked upon their guest to see her eyes squeezed shut as tears fell freely, her shoulders shaking.

Her shaking stopped and her eyes opened to reveal them white once again, the tears slowing to a halt.

_'The host is back in control again'_ Reed observed.

"Do you have what you need?" Dragonsbane asked.

"Yes" Reed sighed.

"What was her name?" Susan asked, her voice almost silent but was picked up by Dragonsbane's enhanced hearing.

"Her name is Bloom" Dragonsbane answered, an edge to her tone, which was understandable Reed had already deduced she was protective of her Symbiote and after his invention seemed to involuntarily force her to relive a traumatic event.

"I'll speak to Fury...in a month after I'm sure the nature of what she has become hasn't changed her" Reed sighed.

"A month!? You still believe she is evil after what you just saw" Dragonsbane snarled, her lower right arm forming a long blade.

"No, I do not think she is evil but her new nature could cause her to change after I see she is different I will speak to Fury, until then we will aid you if you need help, the month wait is only a precaution" Reed explained, the blade shrunk back and morphed back into their hand.

"Very well" Dragonsbane muttered, sliding off of the table top and heading to the windows.

"If you or Bloom need to talk...don't hesitate to come back" Susan called after them, Dragonsbane glanced back at her.

"Thank you" Dragonsbane said, her voice but a whisper and filled with emotion, she opened the window, regrew her wings and took flight once again.

Meanwhile...

At the maximum security institution Ravencroft five tall and broad officers, each dressed in blue were wheeling the redheaded psychopath known as Kasady aka Carnage, to be treated, currently attired in white, in a strait jacked with only one arm free and even then he was strapped to a stretcher, stood up and on wheels, an insane smirk on his face.

"Here comes the bride all dressed in white" Kasady sung.

"Man I wish it was red then you'd all be dead" he continued.

"Real funny Kasady! You're a regular weird comedian emphasis on the weird" Officer Resnick said.

"Why thank you Officer Resnick! I sincerely hope that I can someday return the courtesy you've shown me...by slaughtering you quickly and with minimal agony!" Kasady answered, his insane laughter continuing as he was wheeled into a laboratory where he met two doctors in white coats.

"In your dreams sicko" Officer Resnick answered "Here's your man Dr Pournella Cletus Kasady, or Carnage, as he's better known in the popular press"

"Is it really necessary to conduct an experiment and such a dangerous subject Pournella?" the male doctor asked, his hair black, his coat accompanied by a blue shirt, black tie, black trousers and glasses "The man is a convicted serial killer who used to dress up in some gaudy red costume" he continued.

"Relax Dr Landis, Kasady's been residing in The Vault, the governments facility for superhuman criminals, they've given him a clean bill of health...except for an unexplained anomaly which keeps registering in his blood tests" Dr Pournella replied, the blonde haired female doctor whose lab coat was accompanied with a turquois shirt and turquois pants and also wearing glasses.

"Oooh! Sound pretty scary!" Kasady screeched "There is something different about my blood there's a monster living within it!" he screeched, emphasising the words 'different' and 'monster' "Be careful you don't want to accidentally set it free" he laughed.

"There are monsters within all of us Mr Kasady, but only certain rare individuals like yourself, give free vent to them" Dr Pournella replied, placing emphasis on the word 'all' as she looked on the raving lunatic with an expression of disgust, completely unaware of just how dangerous he was.

"Your anomaly may be a manifestation of a chemical imbalance which causes mental instability, if we can isolate and analyse it we may eventually learn how to treat individuals like you" Dr Pournella explained as she took a disinfected needle and pierced his skin and attempted to take a sample of his blood only to have a black and scarlet goo emerge from the hole and toss the needle to the ground, shattering it.

"And people call me crazy! You should have listened Doc, I warned you" Kasady laughed as the goo began to cover his free arm "There really is a monster hiding within me!" he laughed. The goo soon covered his arm, a long blade shot out of his arm and pierced one of the officers chests, enough force to slam him against the wall, it cracked from the impact.

"You test tube jockies are all the same! Can't accept the truth when it's spitting in your eye! The monster is far more than a wild pair of long johns" Kasady laughed "It's become a living part of me and we were merely biding our time" he turned to the officer he had been speaking with before "Hey Resnick remember how I said I'd go easy on you?" he was soon fully covered in the black scarlet mixture, he erupted from his imprisonment, taking on the form of Carnage, opening his maw to reveal his black sharp fangs, his soulless white eyes locked on Resnick as his right hand became a twin bladed axe, its blades blacker than night, his left hand gained clawed talons.

"I lied!" Kasady roared "You should have known better than to trust a raving lunatic! I am the Ultimate Insanity! I am CARNAGE!" Carnage roared, a tentacle shooting out and running through another officers neck, his limp body fell to the ground, joining his colleague and Carnage's first victim.

"Call security, get some reinforcements down here!" Dr Landis yelled, fear filling his voice.

"Oh goody! I could use a few more victims, these are all used up" Carnage laughed, Landis turned back to Carnage to see all the officers lying on the floor, each missing a variety of limbs and soaking in their own blood, soulless, lifeless eyes staring at him.

"Let me help you Mr Kasady, I'm your only hope! I can ease your pain" Dr Pournella begged, her disgust gone and replaced with pure unadulterated fear "I've devoted my entire life to curing people like you...and ridding the world of serial killers!" she continued.

"I am deeply touched by your obvious sincerity Doctor Pournella unfortunately your entire life has been a sick joke! A total waste" Carnage laughed "Not only have you irresponsibly released the worst serial killer of all but I'm going to celebrate my newfound freedom...by SLAYING every inhabitant within your precious institute" he continued and that's just what he did, he painted the hallways of the institute with blood, learning, practising as he prepared to face Venom and Spider-man once again after it was them who put him in there and forced him to wait for so long.

A/N Hope you all liked the update, certainly better chapter length, I've decided to widen this from a Spider-man The Animated Series crossover to a marvel one just because I plan to use more marvel characters that weren't shown in the cartoon and once again I apologise if I get anything wrong concerning timelines and personalities haven't read the comic books and am going on independent research, don't really have the cash to start buying comics but this fic could be so much better if include these other characters and it will add to its length, once again any suggestions you have will be greatly appreciated and please review.


	12. Absolute Carnage

"Speech"

_'Thoughts'_

**'Symbiote'**

_**'Symbiote thoughts'**_

"_News"_

The Next Day…

Felicia rose from her bed and stretched out her nude limbs, she headed to her lingerie draws and picked out a pair of scarlet, lacy underwear and a matching bra, slipping them both on, she closed the draws and exited the room. She headed to the kitchen section, opening a selection of cupboards. She removed a bowl and a box of cereal that read 'Krave' she poured some into a bowl before retrieving milk from the fridge and adding it to the bowl, placing the box and milk back before taking a spoon and her cereal and heading to the light green couch.

She silently ate her breakfast, the silence was unnerving to say the least, normally she'd turn on the news and see what new chaos would greet her morning, but this morning was different. Since the night before her companion had been rather quiet and it concerned her. Felicia let out a tired sigh and let her spoon drop back into the bowl, making a small splash as it hit the milk.

"Bloom, I'm sorry about last night" Felicia said, at first there was nothing, just silence, a small sigh echoed throughout her mind.

'**It's not your fault…you didn't know that would happen…neither did Dr Richards'** Bloom answered, her tone soft and filling with emotion.

"But still, because of me you were forced to relive your most traumatic memories" Felicia said, her eyes beginning to fill with tears, she had felt Bloom while it had happened, she had felt her fear, her pain and it hurt.

'**It wasn't your fault'** Bloom stressed.

"You wouldn't have had to relive it if I hadn't volunteered your story and had simply revealed who was behind the mask" Felicia sighed.

'**You weren't thinking clearly, I intensified your emotions…you couldn't control yourself…aggression isn't the only think I intensify when we're bonded'** Bloom explained.

"But still…" Felicia began.

'**Just stop it Felicia, it wasn't your fault that what occurred last night happened, all you can do to help me is put what happened out of your mind, while I'm bonded to you, you help me…when we first bonded I fed on your confidence…if I hadn't you'd have met a broken and terrified teenage girl…your helping me by being yourself, together we are strong, I physically enhance you and you give me the support I need, give me everything I need to heal after what he did to me'** Bloom interrupted.

"But…" Felicia tried again.

'**Just stop, the more you dwell on it the worse it will get, put it out of your mind' **Bloom instructed, though more forcefully, Felicia let out a small sigh.

"Okay…but still, I'm sorry" Felicia said softly.

'**I know…don't worry things will get better'** Bloom said softly.

"Yeah they will" Felicia replied her signature smirk returning, she could feel the happiness of her Symbiotic companion radiating off of her.

Felicia resumed eating her breakfast, the scarlet and black goo that made up Bloom's Symbiotic body began to cover her body in her Dragonsbane's attire, stopping just below Felicia's neck, she admired her costume and how it hugged at her curves, she reached for the remote only to hesitate and let out a sharp gasp as pleasure thundered through her. She squeezed her legs together, shaking the bowl in her lap, she began to hug her upper torso as she felt her nipples harden and her neither regions grow damp.

"Bloom…what the…hell?" Felicia gasped.

'**You still feel guilty, call this your penance'** Bloom answered, Felicia threw her head back, spilling half the bowl of milk onto her lap, she moaned in pleasure, within seconds Bloom took her to the edge.

"How is…this…penance?" Felicia gasped out, she soon got her answer when Bloom stopped and left her on the edge.

'**That's how'** Bloom replied smugly.

"You're…you're evil" Felicia gasped, she tried to move her hand in order to finish the job only to find it immobile.

'**I try'** Bloom replied, the smugness never fading from her tone, Bloom manipulated her hand to pick up the remote and turn on the news.

"Can you at least let me do something about the milk…my breakfast is getting soggy" Felicia complained.

'**Too bad'** Bloom replied.

"_Breaking news, mass slaughter at the mass security institution Ravencroft, the estimated number of deaths 356, only one resident is unaccounted for among the corpses and number one suspect as to the cause of this" a tanned reporter began, her hair long and black, dressed in a sandy coloured suit, an image of Kasady appeared in the top left corner of the screen "Cletus Kasady also known as the masked serial killer Carnage" she continued, a picture of Carnage appearing in upper right corner of the screen._

Felicia's heart skipped a beat, fear thundered throughout her body. Carnage, she hated him, more so than Octavius. Carnage made her sick to her to stomach, not only did he kill without reason but even lusted for it. He was insane and was dangerous because of that alone but by possessing the Carnage Symbiote, one that took both Spider-man and Venom to defeat, he was now beyond dangerous and deadly. His power combined with his insanity, only made worse by the Symbiote, made him a true monster.

'**What is it Felicia?'** Bloom asked, her tone one of concern, releasing her temporary hold over her body, Felicia silently placed the bowl on a coffee table and rose to her feet, brushing off the milk, not caring for the wet patch on her upper legs, her hands balling to fists as she willed the suit to travel up her body and over her hair until only her face was revealed. Her anger rising and with it her aggression, she felt it. The psychotic desire to kill. She wanted to tear the lunatic apart.

"Carnage. Venom's offspring and without a doubt the worst and most dangerous of monsters on this planet" Felicia spat, her aggression levels rising as she continued to glare at the image of the insane killer and at the one of him in his Symbiotic attire.

'**Your aggression levels…they're off the scale'** Bloom stated, her tone one of alarm, never had she expected such a rise yet alone one so sudden and drastic, within seconds she had gone from her usual self to a killer.

"Good, then we will be able to do what needs to be done" Felicia snarled as the rest of Bloom's Symbiotic body covered her face, her monster visage fully active, her fingers morphing into talons a foot in length, her tendrils erupted from her back, waving frantically, she let out a frightful screech.

"We will tear him apart" Dragonsbane snarled, her long tongue licking at her sharp fangs.

'**That would make us the same as him'** Bloom interjected, Dragonsbane released another shriek.

"He's a murderer, insane, enhanced with one of the strongest Symbiotes known of, he's monster who needs to be put down once and for all, we would be doing the world a favour by removing him from it" Dragonsbane snarled.

'**That maybe but we are not a monster, we will fight him and win but we won't kill'** Bloom stated, picking up on flashes within Felicia's mind concerning some of Carnage's past victims and even from the few brief images she knew that Carnage had to be stopped before things could get any worse.

"But then he'll just come back, they always come back and more die because of it" Dragonsbane snapped.

'**And we will always defeat him, but we can't become him we have already said we are not like Carnage and Venom not we must prove it, release the desire to kill that comes with the increased levels of aggression'** Bloom replied, she too felt Felicia's intense desire to kill the Symbiote and its host in the most painful ways they knew and so used her mind, her knowledge, what she knew of the scenario and of her species as well as the nature of the heroes, Dragonsbane stiffened, her tendrils withdrew and were reabsorbed into her suit, her maw closed but remained.

'_You're right'_ Felicia mentally sighed, feeling her rage subside, for now.

'**I know, now let's go deal with this…Carnage'** Bloom responded, Felicia could practically hear her smirk.

"Yes, let's" Dragonsbane muttered, she turned to the balcony, turning off the television, she approached the doors to the balcony, opening the doors and stepping out onto it, closing them once again. Her dragonic wings erupted from her back; they took flight and began their search for the escaped lunatic.

…

Spider-man was swinging through New York as he searched for Symbiote clad lunatic.

"How can a nutcase like Carnage be so hard to find?" Peter muttered, his tone dripping with sarcasm as he continued to swing throughout the city.

"Honestly though, a new Symbiote turns up and now Carnage busts out, what's next Galacitus and Dormammu teaming up?" Peter muttered, altering his course and landing on a nearby rooftop. He turned and looked down on the street below.

'_Where is he?'_ Peter mused, his mental tone growing stressed, a shadow cast over him, he glanced up to see the latest thorn in his side flying over him.

"Dragonsbane, what she up to?" Peter muttered, Dragonsbane altered her course in the sky and began to turn, lowering her altitude and landing on the same rooftop as Peter, several paces away.

"Greeting Spider" Dragonsbane greeted.

"What are you up to Dragonsbane?" Peter questioned, normally he would try to coax her into removing the Symbiote but with Carnage on the loose some where he didn't have the time nor did he want to risk getting into a fight with her and end up being too weak to survive a confrontation with Carnage.

"Nothing much we're just looking for a certain escaped lunatic, perhaps you know him, bonded to the offspring of Venom, a psychopath, recently broke out of Ravencroft after slaughtering all within it" Dragonsbane retorted, Peter raised an eyebrow at this.

"Why would you be looking for Carnage?" Peter questioned.

"He's a monster, we may not be a hero but we won't stand by while he has free reign" Dragonsbane stated "We stopped by with a proposition for you" she continued.

"What kind of proposition?" Peter questioned.

"A temporary team up, we know you can't beat him alone and we are still unsure of our abilities and it would be a much wiser choice if the two of us team up against him, rather than going solo against one of the most dangerous monsters on Earth" Dragonsbane replied.

"Sure, you got any way to locate him?" Peter responded, she wasn't his first choice for an ally but he wasn't about to turn down free help, besides what better way to fight a Symbiote than with another Symbiote.

"No, but he won't be too hard to find" Dragonsbane replied.

"You'd think that wouldn't ya, but it seems he's either learning or is a lot better at keeping a low profile than I thought" Peter remarked as he turned back to look down upon the street below.

"I guess you could say you've being underestimating him, he's insane but he isn't stupid, if anything he's crafty and with his insanity we can't predict his moves like we could a foe who uses logic, but still that doesn't mean he can't be found, if we're he'll come looking for you" Dragonsbane stated, knowing full well the past Peter had concerning both Venom and Carnage and after the last team up that put him away it didn't take a genius to work out he'd want revenge and with Venom currently out of the picture it would make Spider-man his next target.

"So that's why you wanted to team up with me, to use me as bait" Peter remarked.

"Nope, that's just a bonus, swing around aimlessly and I'll fly over, we'll eventually find him or he'll find us" Dragonsbane explained, Peter let out a small sigh, he hated to admit but she was actually making sense and was probably right about Carnage been after him.

_'I just wish she'd get rid of that Symbiote, then again who knows? Maybe fighting with Carnage will open her eyes to what she's actually wearing'_ Peter mused.

"The what are we just standing around for, the longer he's out there the more innocent people die" Peter said before letting loose a stream of webbing and leaping off the roof, using the momentum from his fall to increase the distance of the overall swing. Dragonsbane grew her wings once again and took flight after Spider-man.

**'You do know we have the advantage against Carnage right?'** Bloom questioned.

_'Yes, but we can't underestimate him Bloom, he's dangerous and deadly'_ Felicia replied.

**'But from what you've shown me of him he's weak to fire and...well...we breathe fire'** Bloom responded, Felicia could almost hear her frown.

_'We can't underestimate him Bloom, he maybe weak to fire and intense heat but we're very susceptible to Sonics and he is not, all he needs to do against us is make a large enough sound'_ Felicia explained.

**'Then we better hit him when we see him and end this before he has a chance to learn our weakness'** Bloom countered.

_'No, if we go in like that we'll end up in a trap and dead, we hold back on the fire until we get the perfect shot, a surprise attack is our best chance and until then it our chances of surviving go up when we fight him with Spider-man on our side'_ Felicia explained.

**'Sneaky'** Bloom commented.

_'Why thank you'_ Felicia remarked.

Dragonsbane raised her altitude, keeping her gaze on Spiderman as he swung from building to building, making his way through the streets, keeping his eyes open for Carnage while awaiting him to suddenly erupt from nowhere. As time dragged on and the duo made their way through several areas of the city Dragonsbane grew more restless, her smooth silk like skin hardening and taking on a scaly pattern, not that she noticed.

_'Where the hell is he?'_ Felicia growled.

**'Temper, temper, just be patient we'll find him eventually'** Bloom soothed _**'I thought the Symbiote was supposed to be the aggressive one and the host was supposed to sooth her, not the other way around'** _she mentally joked, inwardly smirking, though even she had to admit this was getting ridiculous, they were now heading into the late afternoon and had been through most of the city, everywhere apart from...

Dragonsbane slammed her palm against her forehead as she picked up on her Symbiote's train of thought and mentally cursed herself for not realizing it sooner.

"Yo, Spider I think I know where he is" Dragonsbane called, Spiderman manipulated the motion of his swing and positioning so he would land on a rooftop, Dragonsbane lowered her altitude until she was just lightly flapping her wings in front of him.

"Care to share?" Peter questioned.

"It's simple when we think about it, a criminal always returns to the scene of a crime and no doubt Kasady thought you'd check out the crime scene while looking for him, it's his masterpiece and if you think about it like that, where else could we possibly find him?" Dragonsbane explained.

"But that place was searched, he wasn't there and I doubt even he would risk going back" Peter replied.

"Why? He'd have nothing to lose, you and I both know that with Carnage's power he could easily slaughter any lingering member of the police force" Dragonsbane explained, Spiderman took on an expression of contemplation, visible even on the outside of the mask.

_'I guess it's worth checking out'_ Peter mused.

"Okay let's head over there and test your theory" Peter replied before letting loose another stream of webbing and swinging in the direction of the Ravencroft institute, with Dragonsbane high above him but close behind.

...

By the time they arrived at the institute the sky was beginning to darken again, they landed just outside it, the police tape behind them, their gazes soon located the corpses of two police offers, one with his left arm and right leg severed, the other his right arm and his head, his head located on one of the spikes of the surrounded fencing, the metallic stench of blood and death filled the air around them and Dragonsbane hated to admit it, truly hated to admit it but the scent had made her mouth water a tad.

_'Well that isn't disturbing at all'_ Felicia mentally muttered, her mental tone dripping in sarcasm.

**'Sorry, but I did tell you that in order to live...well actually in order for us to remain sane we have to ingest the chemical and even though we choose to find it in chocolate it can also be found in human brains and when it comes to...the Symbiotic race corpses aren't entirely inedible'** Bloom explained, feeling a bit queasy herself from the concept and cursing Valtor as she felt a part of her liked the idea and was intrigued by it.

"Carnage is certainly taking his insanity up a few notches" Peter muttered, the sight of the corpses been practically used as decoration sickened him to the very core.

"No kidding" Dragonsbane muttered. The duo approached the door to see it slightly open ajar, Spiderman gave the door a light push, it swung open, creaking as it did so, the inside was dark, the only coming in through the door, Dragonsbane's gaze moved about the room to find it was the reception and that Carnage had been a busy boy, all the windows were bordered up, yep this was a trap alright, in the dark he had the advantage, she further noted the walls were painted with random splashes of blood, the bodies had been removed but clean up had yet to be done as it was still possible the blood in the place could prove that Kasady wasn't the killer or potentially who the killer was.

Spiderman reached for the light switch and flicked it a few times, nothing happened.

"He's cut off the power" Peter stated.

"Yep, definitely a trap" Dragonsbane muttered, they headed towards the door at the far end of the room, upon opening it they were greeted by the sight of the white floor stained with several puddles of blood, pictures that hung on the wall dyed red and on the walls written in blood and in capitals was CARNAGE, each lettering dripping a stream of blood towards the floor, illuminated by light peeking through the cracks of the wood boarding the window at the far end of the hallway. They slowly made their way through the corridor, quiet as they could, straining their hearing for the slightest hint of Kasady or his alias Carnage.

"It'll take too long to search this place from top to bottom if we stick together, if we split up we can search two floors at once and we'll find him a lot faster" Parker stated, fear infiltrating his tone, just a tad though.

"I hate to admit it but you're right about that Spider, let's say whoever finds him fist screams or shouts and the other will come" Dragonsbane responded.

"Yeah, just don't try to take him on alone he's dangerous and not one who should be taken lightly" Peter warned.

"I know, that's why I proposed this alliance" Dragonsbane replied, Spiderman nodded in response, they soon met the stair off to the right at the end of the corridor and began to ascend them, Spiderman leaving at the first flaw and Dragonsbane continuing to the second.

...

Dragonsbane exited the stairway and found herself in yet another corridor unsurprisingly, she stench of blood infiltrating her nostrils, enticing her enhanced sense of smell.

"Oh why did you have to enhance every sense" Dragonsbane muttered, though her sense of sight was a bonus, even though it was almost pitch black she could see clearly, she wasn't sure if that was down to Bloom naturally enhancing her eyesight or because she was bonded to a cat and a spider prior to their bonding but either way she didn't care and didn't want or need to dwell on it, she had to find Carnage. The sight before her was almost identical to down stairs, only more blood, it even pooled out from the doors, coating the once maroon carpet, she saw several sets of footprints left by the officers and those who removed the corpses and yet none for Carnage. She turned to the first door, to her right, she raised her leg and kicked it full force, it flew off its hinges and landed on the floor, cracking from the impact while having a large hole in its centre from the kick.

Within the room Dragonsbane saw a white hospital bed with restraints attached to it, at least it was white, it was now a bloody red, she glanced around and soon found that upon the walls it red CARNAGE once again.

"He really does see this as his masterpiece, the amount of times he's signed is just sick" Dragonsbane muttered, her stomach clenched and she'd regretted not finishing breakfast that morning, she'd only had two spoonful's of 'Krave' and now she was paying for it, she cursed her enhanced metabolism. Her body craved for food and the scent of blood continued to antagonize her, sort of like been starving and passing a fish and chip shop. Her gaze locked onto the blood on the walls, her mouth watered as she felt the sudden urge to stretch out her tongue and taste the scarlet liquid. She shook her head and left the room seeing as Carnage was not within it, she entered the room opposite the one she had just been in.

What she found was the same as the last one, no Carnage, CARNAGE written on the wall in his victims blood, the room stained with the blood and the same tantalising scent that just loved to tease her and tempt her into satisfying her body's hunger, she squeezed her eyes shut and left the room.

"Bloom from now on remind me to carry chocolate on our person" Dragonsbane moaned.

**'Don't worry I will'** Bloom replied, she too felt the desire to feed and to sate her hunger, it made her mind and heart sick but her mouth watered, both their mouths watered.

"I swear if I come out of this place a fucking cannibal I will tear Carnage apart" Dragonsbane spat before continuing to check the rooms, with each room her hunger grew as did her desire to sate it, Dragonsbane searched another four floors, each one with around twenty rooms and with each room her hunger grew, as she finished the final room of the tenths floor, leaving Spiderman to check one, three, five, ect... the floor above her was the top floor. Her gaze was captivated by the blood on the wall, she felt herself drawn closer as its scent influencing her.

"Oh I do love the colour red but what colour will that spider bled" Carnage's voice echoed over the speakers, normally for the use of announcements that affected the staff of Ravencroft or in case of emergencies involving the 'residents' of the institute.

"Carnage!" Dragonsbane spat, breaking her gaze from the temptation that was the blood upon the walls, she turned and ran towards the stairs, surprised by how her balance was unaffected by the blood on the floor, though most of it was now dry some rather large parts were still wet and would be considered rather slippery, she ran up the stairs and onto the top floor before charging in the direction of the boss's office, where the microphone for the speakers would most likely be located and along with it, Carnage.

She kicked the door off it's hinges, the oak door flew off and struck the far wall, splitting in two. Within the room was blood covered walls and carpet like all the others, probably from the boss herself and within her black desk chair, arms behind their head with one leg crossed over the other was none other than psychopathic Symbiote host, Carnage.

"Took you long...hey you're not the Spider" Carnage said, his tone momentarily becoming that of shock.

"Your powers of deduction are truly amazing Kasady" Dragonsbane said darkly, Carnage glared at the opposing Symbiote host.

"Another Symbiote oh this will be fun" Carnage stated as he let loose his insane laugh "What has daddy been a naughty boy" more laughter, his eyes narrowed "No she is of no relation to Venom nor me, who are you?" he questioned.

"We are Dragonsbane" Dragonsbane hissed.

"Dragonsbane hmmm? You look more like a kitty cat to me" Carnage responded, more insane laughter erupting from him, Dragonsbane's hand closed into the shape of a fist "Ooh looks like I hit a nerve" his laughter continued.

"You're more insane than I remember" Dragonsbane muttered.

"Why thank you" Carnage responded before erupting into laughter once again "Though I don't recall meeting you, so who is beneath that mask hmmm?" more laughter.

"Man your laugh is annoying" Dragonsbane muttered, morphing her fist into a twin bladed axe, she raised it high above her head before bringing it down upon him. Carnage leapt over the back of his chair and watched as the opposing Symbiote sliced clean through it.

"Hey I liked that chair and the axe bit is mine, though you could always axe me to use it" Carnage laughed, Dragonsbane's eye twitched, Carnage was getting more irritating by the minute.

**'Please tell me you're just going to fry him and have done with it'** Bloom begged, she didn't want to listen to anymore of this.

_'No, you saw how easily he dodged our first attack, he'd no doubt easily dodge that and if he does then we lose the element of surprise and he'll start getting serious, at the moment he's only toying with us and that's good, it improves our chances of beating him'_ Felicia explained.

"Should I take it you are allied with the Spider hmm?" Carnage questioned, Dragonsbane tried to slice him once again only to have Carnage jump over the attack and land on the wooden desk.

"You'll take anyway you can get it" Dragonsbane snapped, tendrils erupting from her breast and charging straight at Carnage, he leapt out of the way again, the tendrils pierced the wall behind where he once stood, she withdrew the tendrils but kept them active.

"Oh you're going to be fun, we'd probably make a gruesome couple when one considers how alike we are" Carnage laughed.

"You're fucking twisted!" Dragonsbane spat, letting her tendrils charge at the insane Symbiote host, he lowered his upper body as if playing limbo and watched as they once again buried themselves into the wall.

"Aw you flatterer, but flattery will get you nowhere" Carnage remarked, the tendrils pulled out and altered themselves the point down before diving down, intending to skewer him, he slammed his hands on the ground behind him and flipped out of the way and into the hall way, Dragonsbane ran to face him once again.

"Will you just stay still" Dragonsbane cursed, firing a multitude of tendrils from her front and at Carnage, he dodged every one of them.

"Ooh someone's testy but you are boring me with these same old attacks, come on what else you got!" Carnage erupted into yet another fit of laughter.

"Yo Carny" a male voice called, Carnage turned and was met with webbing covering his mouth and the sight of Spiderman "You talk too much" he finished.

"Oh finally someone shut him up" Dragonsbane sighed in relief, Carnage removed the webbing.

"Ah, about time the Spider arrived" Carnage praised, his hands morphing into double bladed axes "Oh I have waited to see what colour a spider bleeds" he chuckled before charging at his foe, swinging his axes frantically, Spiderman eased out of the way of each swipe.

**'Now?'** Bloom asked.

_'Not yet'_ Felicia replied.

Dragonsbane charged at Carnage from behind, driving her tendrils forward and skewering Carnages body in multiple areas, each time dodging major organs and veins so as to not kill him. Carnage screamed in pain, but his scream soon turned into laughter.

"Well someone likes it kinky, you should have said something all you had to do is axe" Carnage laughed before turning and slicing through Dragonsbane's tendrils, they retracted back into her flesh and the severed once dissolved in the blood coating the floor, blood slowly eased out of Carnage through the holes Dragonsbane had created, Spiderman dropped to the floor and slid his leg under Carnage, decking the Symbiote clad lunatic, he landed on his rear and Spiderman rose to his feet once again.

**'Now'** Bloom asked.

_'Yes'_ Felicia answered.

Dragonsbane took in a breath before unleashing a fire blast, engulfing Carnage, he screamed and shrieked in pain, only this time there no laughter, he rose his fist and punched through the floor, he fell onto the floor below, Dragonsbane stopped the fire and looked into the hole only she was unable to see Carnage, she jumped down and looked round to see a hole in the wall of the far end of the corridor where bordered window had once been.

"He got away" Dragonsbane muttered in anger, Spiderman dropped down beside her and glared at the hole.

...

Carnage swung off into the night, hiding within the shadows before finally choosing a place to rest, heal and recover.

"That bitch breathes fire. Well next time will be different, I promise you Dragonsbane the next time we meet I will kill you and bathe in your blood" Carnage once again erupted into his insane laughter.

A/N Hope you all liked the update, another one with decent length, I hope I got Carnage's character right, PLZ REVIEW and as always any suggestions you have will be greatly appreciated.


	13. Warehouse Rescue Massacre

"Speech"

_'Thoughts'_

**'Symbiote'**

_**'Symbiote thoughts'**_

_"News"_

One Week Later…

Carnage had yet to resurface and neither had S.H.I.E.L.D. made their next move, it unnerved Felicia, things were too peaceful. Nothing had happened since Carnage, literally nothing, no S.H.I.E.L.D. agents, Symbiote enhanced criminals, no Spiderman trying to convince them to separate, nothing.

Felicia was currently exiting the mall, bags of shopping in hand, mostly filled with chocolate or other such supplies. Proving that enhanced strength did come in handy from time to time, without having to be in a fight. Felicia glanced round, the road was packed with vehicles as always but with today's traffic it'd be quicker for her to walk back to her apartment building. The pavement was filled by civilians trying to get through their daily lives, the sky a clear blue without a single cloud to stain its beauty, a light summer breeze tracing through her hair.

_'I swear that's the last time I pay for chocolate Bloom, next we're our I'm robbing the fricking candy store'_ Felicia muttered, she had gone in simply to get some kitchen supplies and come out with fifty dollars worth of chocolate and a few other things. But that wasn't all that bothered her, no there was something else, she just couldn't put her finger on it.

**'You're the one who picked it all out so don't you dare blame me'** Bloom countered.

_'It's because of you I have such a craving for chocolate'_ Felicia countered, still trying to put her finger on what was bothering her, why she was so on edge.

**'Would you rather crave blood? Or maybe human brains?'** Bloom asked, Felicia's stomach clenched at the thought, the skin of her face going a little green and yet her mouth became damper.

_'And whose fault is it that I have to choose?'_ Felicia shot back.

**'Touché'** Bloom answered, Felicia could practically hear her Symbiote's grin, she stiffened as she finally realized why she was on edge and had been for the last couple days.

'_It's too quiet' _Felicia stated as she began to make her way through the army of civilians in the direction of her apartment with slightly increased speed.

'**What do you mean?'** Bloom asked.

'_A whole week and nothing's happened, that's not possible, I mean it is physically impossible'_ Felicia stated.

'**Apparently not'** Bloom replied with a smug tone.

'_I'm telling you something's gotta be up'_ Felicia insisted.

'**You're just been paranoid'** Bloom responded, though even she had to admit things were way too peaceful and since learning of her heritage, that she was a magical things had never been peaceful, Felicia hummed nervously in response, keeping her guard up as her gaze constantly surveyed the area for an oncoming threat **'Why don't we just suit up and take the short cut home?'** she asked, hoping her host would take the proposal and that she'd stop been so scared, she was even putting her on edge.

Felicia's nervous gaze continued to search for an oncoming threat, her heart beating quicker than normal.

_'Not a bad idea'_ Felicia answered, she altered her course, keeping her guard up and headed into a nearby dead ended alley, she ducked behind a dumpster and willed Bloom to cover her body from her to toe, altering her attire that had consisted of a pink sleeveless shirt that revealed an ample amount of cleavage accompanied by a black leather jacket and tight leather pants that just emphasised her lower curves, into the form of Dragonsbane, she grew her wings, keeping tight hold of her shopping and shot up into the skies and headed in the direction of her apartment building only to stiffen and hold her position, she felt cold inside. No, she almost felt dead, her very core iced, goose bumps spread about her flesh beneath her costume. Her heart rate increased and adrenaline began to surge through her.

Dragonsbane began to look around frantically, searching for what caused that feeling, that sensation. It was just wrong, it felt dangerous and yet she couldn't seem to locate its source, there was nothing around her, no imminent danger, no hero coming towards her nor a villain.

_'Bloom what is that?'_ Felicia asked, the feeling refusing to leave her, her mental tone filling out with fear and anxiety.

**'That's dark magic Felicia, your picking up on some very powerful, dangerous and very dark magic, been bonded to me you're a lot more sensitive to it than you used to be'** Bloom explained in a cautious tone.

_'What do you mean?'_ Felicia asked timidly.

**'Felicia before...before I was...turned into a Symbiote I was a creature of magic, a fairy, the fairy of the Dragon Fire to be exact which would explain why we can breathe fire. And as a fairy I was a creature of good magic, as I chose to be and as such I was very sensitive to dark magic as is dark sensitive to light, I knew whenever dark magic was near and now that you're bonded with me you too are sensitive to dark magic, you can I feel it as I do'** Bloom explained.

_'You were a fairy...you really are full of surprises'_ Felicia muttered.

**'More than you know'** Bloom countered.

_'So that feeling means...?'_ Felicia questioned.

**'That dark magic is nearby, powerful dark magic at that'** Bloom said her tone one of worry.

_'What should we do?'_ Felicia asked, her gaze nervously shifting around her, unsure of what action to take, to run or investigate.

**'We better investigate, we can't leave dark magic this strong to go unchecked'** Bloom said.

_'Okay'_ Felicia replied, her tone remaining one of fear.

Dragonsbane turned until she faced the direction in which she sensed the dark magic originating from. Her eyes glowing with the power of the Dragon Fire, the ultimate form of good magic reacting to that of dark, coursing through the veins of the Symbiote clad thief. She shot off in the direction she could feel it, keeping tight hold of her shopping bags, after spending so much there was no way she was going to risk losing it.

...

It didn't take long for Dragonsbane to reach where she felt the dark magic coming from, an old supposedly abandoned warehouse scheduled to be demolished next month if the sign outside it was anything to go by. The windows were without glass and were bordered up as was the doorway, currently lacking the actual door. Dragonsbane glided and landed atop the roof. The power was intense now, their gaze shifted over the roof before finally spotting a large hole, they approached it and peered down inside the warehouse.

There was the odd crate scattered about the warehouse, the flooring a dark grey, stone and covered with dust, in fact the air was filled with the musty stench of dust, a couple hooked chains hung from the roof and only light was what came from the holes in the roof and the cracks in the wood that bordered it up and the gaps between the wooden planks.

Dragonsbane focused her gaze on the individuals within the warehouse, there was perhaps a dozen or so large men, each one appearing to be made of muscle and wearing a black vest and dark ripped jeans and each one holding some kind of weapon or blunt instrument, her gaze moved to where she could feel the dark magic coming from, four individuals.

The first one in which she could feel the most negative energy from had scarlet hair that reached his shoulders, he wore a black leather jacket, black ripped jeans and a black shirt. The second one had pink hair styled in a Mohawk style, his attire consisted of a black shirt with the sleeves ripped off, accompanied by dark blue jeans, his nose looked more like a beak than a nose. The third had his hair styled in a top knot, his attire consisted of a black shirt, a trench coat, more darkly coloured jeans and boots and the fourth had long blonde hair reaching just past his shoulders and was accompanied by a Stetson, his attire consisting of more dark jeans, boots, a brown leather jacket and a red shirt.

Their gaze moved to the centre of the room where they were met with a sight that caused their heart to grow cold, for in the centre of the room was a young girl, probably around fifteen or sixteen, her hair purple and reaching down to her rear. She sat upon her knees, a metallic collar around her neck, a chain connected to it, the chain was in the hands of the first wizard. Her clothes which at one point had probably being rather nice and expensive were now nothing but rags. Her shirt now only assumed to cover her left breast, it had been low cut before that much Dragonsbane could see from the stitching and lack of ripping at the bottom. What had been a bra now was merely a strap that surrounded her breast. Her jeans were a mess, the left leg torn up to her knee, the right-was gone and revealed her once white panties, the front torn off. Her body was covered in scars and bruises, her eyes were dim and without life, she kept her head down.

As Dragonsbane breathed in she picked up the scent, a scent that clouded their mind with rage. They recognised the pheromones within the air, the scent of sex was nothing new to them, the scent or rather stench as it made them sick to their stomach, they locked on its source, the girl, she was giving off the stench of sex in waves, several different scents coming off of her, signalling her multiple partners.

Dragonsbane's maw appeared, they bore their fangs, tendrils seeping out of her back as she absorbed her wings, her fingers becoming knives, their aggression levels rose as one, their anger consuming all logic within their minds, placing the bags aside on the roof.

_'I don't care what you say Bloom I will tear them apart'_ Felicia spat.

**'I wasn't going to say anything to dissuade you, normally I would not permit you or I to fall so easily to our aggression but in this case we shall make an exception'** Bloom replied.

Dragonsbane grew a fanged, psychotic smirk, threw back her head and let out a frightful shriek, all eyes turned to the roof and were met with the site if her as she dropped from the roof, landing in the near centre of the room, her back to the girl and just in front of her, the girl's eyes widened, a look of pure terror on her face, she dragged herself away and didn't stop until she was hidden behind one of the crates with her back to the wall, she peaked out to see what the monster would do.

"What the hell?" one of the goons gasped, a chain gripped firmly in his hand, Dragonsbane let out yet another shriek, her talon like fingers lengthening and sharpening as she prepared to tear her foes apart.

The first wizard's eyes narrowed at the sight of the intruder.

"Kill it" he said, all the goons charged at Dragonsbane, individual weapons raised at the ready, the goon who spoke before tossed his chain, it surrounded her neck due to the motion of the throw, with one tight pull, it encased her neck and began to cut off the oxygen. Another goon came up behind her and shot out his arm, burying a knife into the centre of her upper back, Dragonsbane screeched in pain, a three more goons took a step towards her, each one with a machine gun, raised and targeting Dragonsbane. They grew psychotic smirks with dark glints to their eyes and squeezed the trigger, not releasing it until the gun was drained of ammo.

Each bullet struck Dragonsbane and buried itself within her. The bullets stopped and she began to fall until two goons grabbed her arms from behind, restraining her and preventing her from ruining the floors of their current hide out with her blood, her body went limp.

"Now can anyone tell me what the hell that thing is?" the first wizard asked.

"Reminds me of that Carnage guy" one of the goons commented.

"Carnage? Ah yes the escaped serial killer" the wizard stated, realisation glowing in his eyes.

"We are nothing like Carnage!" Dragonsbane snarled, all eyes widened as they watched their 'guest' raised her head and glared at the goon.

"What the fuck!? That's impossible...we shot her with so many bullets she should be bleeding led" one of the goons with the guns gasped, Dragonsbane began to chuckle, unknown to anyone around Dragonsbane but due to the healing powers the Symbiotic nature provided along with the magnified healing abilities of the Dragon Fire along with the power itself the bullets had been melted down and digested within her body and the bullet holes had healed up almost as soon as they were caused due to them been only small wounds.

"YOU REALLY THOUGHT GUNS COULD KILL US" Dragonsbane snarled, she threw her arms forward with such incredible speed and strength that the two restraining her came with them and slammed into one another, she threw her arms back and the two goons shot off of her in either direction, slamming into walls and embedding themselves within them.

"What are you?" the wizard questioned.

"We are your worst nightmare, fore we are and shall always be Dragonsbane" Dragonsbane roared.

"Duman show...Dragonsbane what we do to those who break into our hide out and throw around our flunkies" he stated, the one with a beak like nose stepped forward and approached her.

Sure thing Ogron, I've been just dying to spill a little blood" Duman laughed as his body began to shift and mutate until where had once been the skinny dark wizard was a large wolf, around the size of a car, if not a little longer. He bared his fangs and narrowed his gaze on his 'prey' before charging forward, maw open and revealing his knife like fangs intending to rip Dragonsbane apart, Dragonsbane inhaled a deep breath and waited until just when Duman was about to clam his fangs down on her head before releasing her fire breath.

Duman flew black and slammed into the back wall, his fur badly burned, he dropped to the ground, smashing the stone beneath his wait and causing web like cracks to form around him as he let out a canine like whine of pain, he began to shift and slowly rise back to his feet, he shook his head and glared at his foe. Dragonsbane just smirked back at him, smoke still emerging from her maw.

"Gantlos" Ogron stated, the wizard wearing a Stetson shot forward, leaping into the air, Dragonsbane saw his movement in her peripheral vision and turned to face him, he landed on her chest, powerful shockwaves erupted from him throwing them both back, he landed a pace or so away from where Dragonsbane had being, landing on his feet, while Dragonsbane herself was thrown back and through the left wall. All eyes were on the new hole, a clawed hand shot out and gripped the bricks and used them to pull the rest of its body back into the warehouse.

"You are really driving my patience" Ogron spat "Anagon" he stated. The wizard whose hair was in a topknot shot forward with incredible speed, he crossed the warehouse flooring within a second and slammed into Dragonsbane, throwing her back, she struck the back wall, or rather the front one as it was the side with the door. She was momentarily embedded into the wall, she kicked herself off it and landed in a crouched position on the ground.

**'Magic must defeat magic'** Bloom stated.

Dragonsbane grew a dark smirk as she realized what she had to do, Bloom took over the body known as Dragonsbane temporarily. Their eyes turned blue, Ogron raised an eyebrow at this.

"We call fourth Dragon Fire light and dark" Dragonsbane started, her fists igniting in flames, her right in Dragon Fire, her left in Dark Dragon Fire, the eyes of the wizards widened as they recognised the power their foe had called fourth "Now come together light and darkness, open the gates of chaos" she roared as she slammed her fists together.

The flames merged into one, their colour becoming a dark shimmering purple and the flames of chaos were formed or rather the Chaos Dragon Fire. Ogron's eyes widened further and he took a step back, sure he could absorb light magic and grow stronger because of it but this was neither light nor dark, it was ancient magic. Magic that was both light and dark, chaos, something that will infect and corrupt all who are near it and has the power of the Dragon Fires, to heal and to destroy everything it touches.

"Go fourth flames of chaos" Dragonbane roared as she let loose the stream of purple flames head towards Ogron, he was paralysed. The flames engulfed his body, he screamed by hell did he scream. Pain surged through him and the screams of agony filled the air around them, the flames consumed his body and dropped to the floor and began to move towards Duman.

"Anagon get Duman out of here, I'll join you after I tear this bitch limb from limb" Gantlos commanded, Anagon nodded and sped to Duman's side, the wolf morphed back into his human form and Anagon picked him before carrying him out of there full speed. Dragonsbane allowed the flames to fade or rather had no choice, the scent of abuse still lingered in the air and now anger had fully clouded their mind, their eyes became pure white, pupils gone. Gantlos turned to face Dragonsbane.

Gantlos charged at Dragonsbane, she leapt out of the way and onto the right wall, in her feral state of mind as she became nothing more than aggression she analysed her surroundings, all of the goons that had yet to join the fight since their apparent bosses got involved. Dragonsbane let out a shriek that caused even Gantlos' blood to run cold. She leapt forward and slammed her clawed hands onto his shoulder, pushing him onto the ground, he slammed onto the stone floor, gasping in pain. He prepared to counter attack only to stop as pain flooded his senses as Dragonsbane attempted to curl her hand into a fist, digging her claw fingers into his flesh burying them to the point they had tunnelled through his bone.

The scent of his fear merged with his pain into the liquid form of his blood wafted into Dragonsbane's nostrils, her mouth began to water, her eyes locked on his eyes, the pure terror within them brought her pleasure as she saw her prey finally realised he was going to die, her canines extended into fangs, she threw back her head and let fire an ear splitting shriek before shooting forward and burying the fangs into his neck, injecting her venom into him, she pulled back and watched as the strength was drained from him as his life slowly left his body. Her stomach opened up to reveal a black empty space, her flesh surrounded him and enclosed on itself, consuming the dark wizard and integrating his powers into her, she savoured the feeling of his body screaming in pain even though his mouth couldn't move and neither could his body, she could feel it and it brought her pleasure, once the pain ceased she opened her stomach and allowed Gantlos' limp body to drop out, some of his bones showing where digestion acids had eaten away the flesh.

Dragonsbane turned to face the small army that still surrounded her, she let out yet another shriek, the man began to turn and run, but that didn't help them. The tendrils on Dragonsbane's back shot out and skewered three of the goons through their upper back, successfully going through their hearts, she removed them with the hearts still attached, she willed spikes to erupt from the tentacles, it almost looked as if the hearts had simply combusted, blood and pieces of heart flying anywhere. The goons neared the door, Dragonsbane let loose a stream of webbing, it hit the top of the doorway, she swung and landed between the goons and the only exit.

Only Nine Remained.

They turned and ran, her tendril shot out, catching the one with a chain around the neck, she tugged, the force caused him to fall onto his back, she dragged him close to her, she opened her fang filled more and snapped it shut upon his head, severing it from his neck, pulling back and chewing it until all that was left was a paste before swallowing it and tossing the corpse away, the delectable scent of blood now filled the air.

Only Eight Remained.

Her lower left arm became a blade, it shot out, her arm stretching, she skewered another goon through the gut, he screamed in pain, she lifted him up into the air, his blood dripping onto her limp and onto the floor below, all had stopped to watch in horror as the goon was lifted higher and higher before he was just above one of the chains with a hook. She shrank back her hand and arm and watched as he landed on the hook, it's curved end piercing his crotch through his jeans, his body lost balance and fell forward, the hook tore through the flesh within the jeans, he fell. His head shattered the minute it his the floor, colouring the floor in more of his blood.

Only Seven Remained.

She let out another Shriek, her longue tongue snaking out of her maw and licking up the blood upon her lower arm, savouring the divine taste of the scarlet liquid, she turned to face her remaining victims.

"She's...a...a monster" a goon stammered, his eyes wide with fear and fright as tears slid down his cheeks. Dragonsbane's opened her maw and released her fire breath once again, it engulfed the goon who had spoken up, the flames lasted seconds for they vanished and all that was left was a pile of ashes on the stone cold floor (1).

Only Six Remained.

The scent of burnt flesh, blood and the raw meat of the human body mixed in the air, covering the stench of abuse. Dragonsbane's mouth continued to water as she basked in the delectable scent.

"YOU BITCH LET'S SEE HOW YOU LIKE BEEN BURNED ALIVE" a goon roared as he charged at Dragonsbane, flame thrower in hand, finally re-growing the balls to actually do something besides run in circles around a room with no exit apart from the one behind the monster. He charged towards her and activated the weapon, flames erupted from it, crackling in the air, once he was close enough he turned it on her face and laughed as he watched the flames consume her head, his eyes wide as his laughter continued, thinking he'd won, until Dragonsbane opened her mouth and let the fire enter her maw and began to consume it until the flame thrower ran out of fuel and the flames died out.

Dragonsbane raised her clawed hand and encased the neck of the now paralysed goon, she began to apply pressure until finally his neck caved in and his head shot off his body due to the pressure build up, it hit the opposite wall and dropped down to the floor, disconfigured (2) and bleeding in multiple places, the body dropped limply, Dragonsbane lowered herself and began to tear open the goon's stomach, sending blood and guts everywhere, she swatted it away once she'd finished.

Only Five Remained.

Another goon ran over to one of the crates and removed a small device and began frantically messing with wires and buttons.

"What the hell are you doing, you'll kill us all!?" one of the others screamed as they realized what their 'colleague' was doing.

"At least we'll take her with us" he yelled as he erupted into insane laughter and held up a small device with red digital number ticking down, "In thirty seconds we'll all be going to hell" he laughed. Dragonsbane launched forward, leapt atop the crate, snatched up the suicidal goon, bomb still in hand, she tore off his wrist, taking the bomb with it, he screamed in pain, she took the bomb and his hand and shoved it down his throat, turning his screams into a gurgling sound, she span round a few times before throwing him up, he shot through the roof and up into the sky, soon followed by an explosion.

Now Only Four Remained.

Dragonsbane turned in order the face the remainder of her prey only to see that while she had been dealing with the bomb they had up and ran for their lives.

"Well that's rude" Dragonsbane commented as she jumped down from the crate, the red mist rising and as it did their aggression levels dropped and Felicia and Bloom were once again in control of their actions, though what happened during the time they blacked out they didn't have a fucking clue.

_'Now what happened...last I remember was frying Ogron'_ Felicia muttered, as she pressed her bloodied hand against Dragonbane's head as to stabilize their headache.

**'Damned if I know'** Bloom muttered **'But do you smell that?'** she asked.

Felicia soon noticed the scent that filled the air, of burned flesh, raw meet and blood, she hated that her mouth watered at the scent.

_'Oh god we're covered in blood'_ Felicia screamed.

**'I noticed...but that's not what I'm talking about'** Bloom countered.

_'Huh'_ Felicia questioned, curious as to why Bloom wasn't freaking out that they were covered in blood after blacking out like that, she inhaled the scent, mentally scolding herself for finding it remotely appetising but then she noticed it, fear, as in fear still in the building.

"Fear" Dragonsbane said.

**'Yep, bet ya that girl is still here and I don't think we should approach her as Dragonsbane'** Bloom stated.

Dragons bane nodded before double checking to ensure the girl couldn't see them, recalling where she was hidden, she wouldn't be able to see them but just to be sure, she flew up and out through the roof, grabbing her shopping while she was at it before landing on the ground outside, another check to make sure it was safe, it was, she reverted back to been Felicia Hardy, she entered the warehouse, this time through the door, the goons having broken the boards in their escape, revealing that they were victim to wood rot.

Felicia walked to the centre of the room, glancing round, hearing the girl's light sobs and acted as if just finding her, she cautiously approached the girl, acting as if she was scared the killer was still there, she was soon in front of the girl and dropped down into a crouched position.

"Come on let's get you out of here" Felicia greeted, the girl looked up at Felicia, ear more than evident within her eyes but she reluctantly nodded, no doubt more scared that the monster would come back than a stranger. The girl took Felicia's wrist and she helped the girl up. The girl clung to Felicia's arm as they made their way out of the warehouse, her eyes locked on the blood, Felicia made sure to move with fear, to keep looking round for the slightest reason to run, all the while keeping an eye on the girl, watching her within her peripheral vision.

Once outside Felicia fished out a jacket she had bought at the mall, sure Bloom could replicate any form of clothing but it was on sale and she may need to where real clothes at some point right? She slipped it on the girl, noticing how she flinched whenever she touched her bare skin, the girl closed the jacket on her so as to hide the state she was in. The jacket was rather large on her since she was a head and a half or maybe even two shorter than Felicia making it almost perfect to protect her modesty, almost. It still failed to cover her legs but it did cover her crotch and breasts effectively.

Felicia looked her up and down, she was short but also thin, she could almost trace her ribcage before she put on that coat, her legs were shaking, actually all of her was, the flesh the coat didn't hide was littered with scars and bruises, her skin pale and covered in dirt, her purple hair was dirty, greasy and in need of a brushing.

_'We better get her something to eat'_ Felicia stated.

**'Yeah and I don't think chocolate will cut it'** Bloom agreed.

"Come on what do you say we get you something to eat?" Felicia proposed, the girl was reluctant at first but soon gave into her hunger and silently nodded, Felicia nodded back giving her a kind smile.

"What do you want to eat?" Felicia asked, keeping an eye on the girl to see if she would speak this time since this wasn't a yes or no question, her mouth opened, Felicia raised her eyebrows, it closed again only to open once more, this continued multiple times.

"I-I-I-d-d-don-don't-m-mind" she stammered, her voice hoarse and weak, Felicia mentally sighed and so just took her into a nearby restaurant and got them a table for two and ended up ordering for her.

"I'm Felicia by the way, Felicia Hardy, what's your name?" Felicia asked, her tone remaining kind.

"R-R-Roxy" she stammered, she seemed to pause for a moment mouthing her own name as if tasting it on her tongue.

Roxy huh? That's a nice name" Felicia praised, Roxy flashed her small empty smile but even that faded in less than a second, Felicia's gaze glanced round to see many people staring at them, she cast out a glare to all them watching, a glare that send shivers down Fury's spine, the onlookers turned back to their meals

"Aren't-yo-you-going-to-order anything?" Roxy stammered.

"I'm oddly full" Felicia answered, not entirely sure why but she knew she didn't want to know, Roxy's meal came in the form of a large burger with fries with a Pepsi and chocolate milk shake for Felicia, Roxy glanced up at Felicia as if waiting for confirmation.

"What's wrong sweetie?" Felicia asked, Roxy stiffened, the name bringing back memories of her mother calling her that before she up and left her and her dad, she'd never forgiven her for it.

"N-nothing" Roxy stammered before starting to eat her meal.

A/N Was going to be more in this chapter but I got impatient and if I kept with the plan this wouldn't be updated today, so I'll include the rest in the next chapter, PLEASE REVIEW, any suggestions are welcome and I hope you all liked the chapter.

(1) Contrary to popular belief and misconceptions it takes many hours to burn a human body, thus indicating just how powerful Dragonsbane's fire really is.

(2) I apologise for the spelling.


	14. The Past

"Speech"

_'Thoughts'_

**'Symbiote'**

_**'Symbiote thoughts'**_

_"News"_

Felicia observed Roxy closely as she dug into her third meal at the restaurant; she was reluctant to start each meal until Felicia gave her some form of reassurance. The young girl herself lightly shook as she took the food and consumed it. Her neck and arm seemed scarred from some form of burn that Felicia caught a glimpse of whenever she lifted her arm to eat and inadvertently revealed it and whenever her head rose a little from the coat.

'**She's weak'** Bloom's voice echoed throughout Felicia's mind.

'_I'm not really surprised Bloom, after all she's been through her physical condition isn't exactly going to be at its peak'_ Felicia snapped.

'**I don't mean physically' **Bloom answered.

'_Huh?'_ Felicia answered intelligently.

'**Magically, her core is drained, she needs some serious rest to recover it' **Bloom explained.

'_Magically? She has magic?'_ Felicia gasped.

'**Yep, but its weak, young and drained but with rest and a healing spell or two she will be fully recovered'** Bloom explained.

"So how'd you end up in that place?" Felicia asked, Roxy averted her gaze.

"It's a long story" Roxy answered.

"I'm not going anywhere" Felicia answered with a kind smile, Roxy let out a tired sigh.

"Why do you want to know?" Roxy asked timidly.

"I'm curious" Felicia answered.

'_Bloom what's that core thing you mentioned?'_ Felicia asked.

'**The core is basically the source of magic within beings of magic and those that practise it, each core is different and just as when one trains their body it grows stronger the more it is tapped into but just like stamina it has a limit only if the core is ever drained too much it will snuff out leaving its possessor without the ability to practise magic and usually takes their life with it, Roxy's core is young and thus vulnerable and with how her body has been pushed to its limit she's subconsciously tapped into it to survive…its weak and flicker, here I'll show you'** Bloom explained.

Felicia's eyes widened as her eyes glazed over and Roxy's body became a transparent blue, her gaze locked on a small spherical flame in the centre of Roxy's chest it was purple in colour and the size of an apple, it constantly flickered and sizzled, almost vanishing as it struggled to sustain her body. Felicia blinked a few times and her vision restored to normal.

"Please tell me" Felicia begged as she extended her hand and placed it atop Roxy's, the younger girl glanced up at Felicia and made eye contact. Felicia's eyes widened when she saw the fire burning within the young girl's eyes.

Flashback…

Roxy currently thirteen years of age was walking home from school alone as she always did, it was a warm day with a couple clouds in the sky but the sun continued to shine through. She wore a pink shirt accompanied by a pair of light blue short jeans, a sandy backpack on her back. She rounded the final corner and began to head up the driveway to her home. It was a two story house with three bedrooms, one for her father, one for her and one guestroom.

She walked past the garden and straight to the door, taking out her key, unlocking the door before entering the house, shutting the door and dropping her key into the key bowl on the coffee table next to the door.

"Roxy that you?" the voice of her father called.

"Yeah, I'm home dad" Roxy answered.

"Then get started on dinner already" was his reply.

"Yes dad" Roxy answered with a defeated tone before turning and heading down the hell and into the small kitchen before beginning to cook their meals for tonight.

_'It happened again...the animals just kept coming up to me throughout the day but why do they do that?'_ Roxy mused, recalling how throughout her day and everyday for the past few weeks small animals would come up to her, even insects and arachnids, she wasn't too fond of those though. She could think of no explanation for it, no matter how hard she thought about it there was just no reason animals would start coming up to her.

She deposited two beef burgers into the frying pan before putting frozen chips into the oven. The kitchen itself was small, rather cosy after the fridge, sink, oven and washing machine were installed, it would only allow two people before it began to feel crowded and chaotic, the floor was tiled white and dark blue, rather bland Roxy's opinion, the walls were covered by striped green and white wallpaper with fatter lines of green than white, peeling in several spots.

Roxy let out a tired sigh as she got two plates from the draining board and placed them on the white counter, cutting open two white bread buns, she picked up the spatula beside the pan before lifting the pan itself, she went to remove the burgers and add them to the bread when a shadow descended over her, she jumped and took in a sharp breath, her arm jolting up sending hot fat and grease flying onto her arm and neck, scolding the flesh, she let out a scream in pain as she squeezed her eyes shut, her hand shooting forward from the pain causing the burgers to fly off, one hitting her in the eye and the other landing on the counter, half of it hanging off.

Roxy fell to her knees, eyes squeezed shut as she tried to recompose herself and forget the pain. When she finally opened her beam red eyes, tears cascading down her cheeks she was met with the furious expression of her father.

_'How the hell can someone so big move so silently?'_ Roxy mentally questioned herself.

Klaus, Roxy's father a large man and quite muscular, the odd wrinkle adorning his face, his dark blonde hair spiked with the odd grey hair, when they both stood she would only reach his chest in terms of height, his stomach was expanded from the normal position, a beer belly as many kids had dubbed such a thing when talking about adults like her father, who enjoyed a good drink and enjoyed it he did on a daily basis.

"Now look what you've done can't you do anything right?" Klaus spat, his eyes seemed to fill with the fires of fury.

"I'm sorry...you startled me" Roxy stammered, not even bothering to remove the burger from her left eye where it had stuck and was still rather hot, her flesh still screamed for release from the burning sensation but Roxy was too scared to make any sudden movements and merely dealt with the pain.

"So you're saying that this is my fault?" Klaus spat, Roxy's eyes widened though only one was visible, since her mothers disappearance her father had grown worse and worse overtime as grief consumed him and aggression manipulated him, she knew he didn't really mean it and that deep down he was still her dad. She hoped. It had been a long time since she'd seen him arise. Oh how she wished she could remember her mother, been only young when she vanished she could barley remember her, heck she couldn't even fully remember her face.

"N-no" Roxy stuttered, Klaus reached out and gripped the handle of the frying pan, still containing the bubbling grease that hadn't splashed over her.

"But you just said it was I who startled you" Klaus growled as he gripped the frying pan and swung it, grease flying onto her bare legs, she threw her head back as to scream in pain as more of her flesh was subject to the burn, the upside of the pan struck her forehead with such force she fell onto her side, a cut opening on her head and beginning to bleed, her vision began to blur as it became harder to hold onto consciousness, the pain grew worse as her father began kicking and hitting her, she passed out.

...

Roxy's eyes slowly opened, she was laid on the cold, hard, tiled kitchen floor, the room was dark, her gaze moved up to see moonlight shining in through the window, she began to move her limbs, they screamed in pain and protested against any form of movement but she didn't give in. Roxy's hand shot up and grabbed hold of the edge of the counter, she pulled herself up, fighting to remain stood, her legs shaking violently.

Her gaze moved to the oven, it was off, she guessed her father had already eaten dinner and knowing him she doubted he'd cooked anything after she passed out meaning it would be up to her if she ate anything or not, she could still feel tears leaking from her eyes. She brushed them away with her arm before hobbling out of the kitchen and limping up the stairs and into her room.

She entered her room, it was small with a bed with pink bedding upon it, the walls painted pink, a white dresser against the right wall with her wardrobe to its left and opposite that was a full body mirror, the floor was covered with a forest green carpet, she limped to towards her bed, casting a sideways glance at the mirror after seeing the movement of her reflection within her peripheral vision, she froze, her body stiffened as she turned to fully face the mirror. Her reflection causing her eyes to widen in horror.

Her were black, a scab on her head where she had been cut, a thin trail of dried blood down the left side of her face, her lip was bust, her neck was bruised, her right forearm was coated by a red burn and accompanied by a multitude of bruises, her opposing arm only difference was the lack of a burn. Her chest was not spared from the bruising neither was her mid-rift, her gaze travelled down further to her legs her right upper leg scared red by a burn with bruises scattered about them.

Her eyes were widening further as fear began to take root within her heart, her very soul. If her father had done this once what was to stop him from doing it again, sure she had been hit once or twice for misbehaving but never to this degree, her heart rate increase, she couldn't take she ran out of her room. Pain thundering through her, she came to the top of the stairs stepping down so fast and rash that her heel slipped off the step and she began to tumble down the stairs, her head banging on the wall, banister and stairs the entire way down. She landed face down and began to push herself up with her shaking, thin arms, blood descending down her face from the reopened and now much larger cut, trailing down her face and sliding down her neck to be collected in her cleavage.

Roxy stumbled to her feet and reached for the door, grabbing a key and unlocking the door before charging out, dragging her left leg along as it soon became apparent that during the fall she had twisted her ankle. She gradually made it away from her home, the night air caressing her tender flesh, bringing some form of relief and Roxy was glad it was still summertime and thus still warm out but still her body cried out in pain but she ignored it and continued on, her blood dripping onto the ground below every few feet.

...

Roxy in the next morning found herself in the less savoury area of the city, she had been so concerned with getting away that she had not paid any attention on where she been going and ended up spending the night on a bunch trash bags, ignoring the rats that seemed to come near her like all animals had done, when morning came she had been awoken by the sun's harsh glare.

And now she is was searching for somewhere she could get some food and water and maybe some medical attention sine she felt she would drop at any moment, not surprisingly as she had only had a few hours sleep and had exhausted her body the night before.

...

Ogron and the other Wizards Of The Black Circle, were snoozing in their hangout of an old warehouse, during their time on Earth after clearing away the Earth fairies in order to further their own power they had gotten into the business of gangs and formed powerful connections with people like the Kingpin. The leader had been sleeping soundly when something surged through him and awoke him from his slumber, he bolted upright, eyes wide, he knew what it was.

"Guys, up" Ogron called, his fellow wizards awoke.

"What's up Ogron?" Duman questioned.

"Don't you sense that?" Ogron questioned, they all closed their eyes and focused their instincts.

"Another Earth fairy" Gantlos stated as he grew a cruel smirk.

"Yep, looks like we missed one, shall we go collect?" Ogron responded with a sinister grin which the other dark wizards mimicked, they headed off to locate the fairy, instructing the gang to remain behind and defend their territory.

...

Roxy turned left round a corner and began to enter an ally, her eyes closed, her body screamed for rest, once in the centre of the alley she dropped to her knees, exhausted, her eyelids growing heavy.

"Well, well look's we have ourselves a little guest" a charming male voice stated, Roxy's eyes travelled up as her heart rate began to increase once again, Ogron stepped out of the shadows and stood before her, the others emerged and soon surrounded her, she looked round, her eyes wide with fear.

"W-Who are you? What-what do you want?" Roxy stammered, her instincts screaming at her to run but there was nowhere to run, they had her surrounded and besides ever if there was she was far too exhausted to try.

"We are the Wizards Of The Black Circle" Ogron declared as he looked their prey over.

_'Interesting...her powers aren't even fully active yet, we'd have to force her wings to grow'_ Ogron mused as he grew a cruel smirk, he raised his hand so that his palm was directed towards Roxy, it began to glow an unholy purple, Roxy's body was soon engulfed in a purple light, her eyes widened as pain thundered throughout her body, butterfly like, transparent wings tore through the flesh of her back, covered in her blood.

"What!?" Roxy gasped when she looked back over her shoulder and saw the sight of her new wings, Ogron's dark smirk grew, his hand shot out and his fist curled around the thin skin where the wings met her back, drawing them together within his fist before forcefully tearing them from her back, Roxy let out a high pitched scream of pain, blood began to ooze of her back, Ogron stored the wings in subspace.

"Time to send her away with the others?" Gantlos questioned.

"No, she is young, inexperienced, doesn't know a single spell nor how to use magic and best of all she's a virgin and would make a fine toy for us and the boys, don't you think?" Ogron questioned in his charming tone, betrayed by his words and sinister smirk otherwise one would think he truly meant no harm.

End Flashback...

Felicia's eyes widened with horror at every word that Roxy spoke.

**'They took her wings?!'** Bloom mentally gasped, knowing very well that wings never grew back and could not be reattached by natural nor magical means and worst of all fairies were emotionally connected to their wings, not just physically, when a fairies wings are even damaged slightly it can leave them feeling empty, but without them, it would destroy them even if they just got them, no especially if they just got them, the connection still raw and filled with a loving light only to be severed away, like finally getting a taste of true happiness and having it ripped from you a second later.

"How long ago?" Felicia gasped out, her tone shaking with raw emotion.

"Three years?" Roxy answered, dropping eye contact and beginning to push her food across her plate.

"Roxy...just how old are you?" Felicia asked though she knew deep down and had a dark feeling that she didn't want to know the answer.

"I turned sixteen last week" Roxy stated, that just tore Felicia's heart apart.

"That does it you're coming home with me" Felicia stated, Roxy's eyes shot open wide as she made eye contact with Felicia, she wasn't expecting that sort of reaction, pity maybe, disgust certainly but a home? no way was she expecting that.

"You don't have to..." Roxy began before Felicia cut her off.

"I know that but I want too" Felicia answered, Roxy grew a small smile, her first genuine smile in years, she pushed her plate away, losing her appetite from recalling the memories, Felicia called a nearby waitress over, she was tall with dyed red hair in a black blouse and black trousers for a uniform.

"Will there be anything else?" she questioned, slight sarcasm in her tone, been the one to bring the three meals to the table, a small scowl upon her face as she glanced at Roxy before replacing it with a smile within seconds.

"Actually yes...Emma" Felicia began as she read her name tag before her hand shot out and encase the waitress' wrist and slammed it onto the table, encasing it with an iron grip until she heard small cracking sounds, glancing back at Emma's face to see an expression of pure pain "If you ever look at her like that again or speak to her like that again then I'll break your neck okay?" she continued in a sickly sweet voice, Emma nodded, eyes wide with fear.

"Good, now go get us the bill and don't be expecting a tip" Felicia finished in a slightly more aggressive tone, as soon as she released the waitress she was off. Roxy just looked at Felicia, eyes wide, filled with wonder, neither Felicia nor Bloom knew it but from that moment Roxy would stick with them no matter what and wouldn't let anyone ever hurt them.

Felicia turned to Roxy and reached over to her, took her hand and turned it so her palm was facing upright before depositing a small key within it.

"Now what do you say once we get back you get some rest and tomorrow I'll take you shopping?" Felicia asked as she gave Roxy a kind smile.

...

Upon the Tricarrier Dr Connors was in his lab, watching as the Symbiote bonded with his wheelchair bound volunteer, Flash Thompson. After studying the Venom Symbiote extensively he made several surprising discoveries and found it perfect for the ultimate soldier, he had needed to volunteer to test it on and Flash willingly volunteered, after losing his legs in Iraq after a bullet severed his nerves he was more than eager to get them back through the Symbiote, though well aware of the risks.

Soon the Symbiote covered him from head to toe, he rose to his feet from the wheelchair, encased in the Venom Symbiote.

"Well Mr Thompson it appears you have successfully fully bonded with the Venom Symbiote how do you feel?" Dr Connors questioned.

"Angry, strong and restored" Flash answered.

"Do you have any urges maim or kill?" Dr Connors asked.

"The Symbiote it needs a chemical to sustain itself only found in human brains on this planet and surprisingly chocolate" Flash stated, Connors made a note of that.

"If that's the case then you may be able to keep the Symbiote bonded to your person as long as you remain in control and use it to complete missions assigned to you, now the sonic cannon on the table, I want you to try and absorb it, from my studies of the Symbiote it seems to be capable of integrating other materials to make itself stronger" Connors explained, Flash nodded and approached the large white table, a weapon around three quarters of his size laid upon it, he laid his hand atop it, the black goo began to spread from his hand until it full covered the weapon and was absorbed into him, his right lower arm then morphed into the shape of the cannon.

"Sweet" Flash said as he grew a grin.

"Now try to integrate the armour" Connors instructed and he did so and soon Flash looked to be encased in black armour.

"I was correct, now I'll just send my report to Fury and see what he thinks of this little project and of his new agent" Connors stated.

"Yeah, just call me Agent Venom" Flash declared.

A/N Sorry I took so long and it isn't as long as the last few, this was supposed to be in the last chapter though, PLZ REVIEW, I hope you all liked the chapters and any suggestions you have will be greatly appreciated.


	15. Agent Venom

"Speech"

_'Thoughts'_

**'Symbiote'**

_**'Symbiote thoughts'**_

_"News"_

Felicia stood before the door to her apartment, Roxy at her side, still cloaked by the jacket Felicia had lent her. She glanced at Roxy before moving her hand towards the lock, curled into a fist to look as if she held a key, her index finger morphed into the shape of the key, she unlocked the door before moving to put her hand into her pocket as she opened the door and led Roxy into the apartment.

"Tomorrow we'll get you some clothes, the bathroom is through there on the right" Felicia stated as she pointed to a small corridor containing two doors on opposing sides "On the left is my bedroom, we can discuss sleeping arrangements after you've had a bath, I'll lend you some of my clothes until tomorrow, they may be a little big on you but at least you can cover up" she continued kindly before heading to the bathroom, Roxy followed after her.

The bathroom was quite small, the pearlescent tub alone taking up half the room, accompanied by a glass screen, a toilet took up the remaining space between the bath and the wall, on the opposite side a white sink with gold coloured taps like the ones on the tub, above the sink was a small white cupboard with a mirror on the door. The walls were tiled whit and the floor black and white checker style tiles. Felicia shut the door once they were both in to reveal a pink bathrobe hanging on the door with two white towels on either side.

Felicia bent over the tub's edge, pushing the glass screen in as she reached down and placed the plug in before taking a clear bottle with a thick blue liquid within it, she poured a dab at the bottom of the bath beneath the taps before turning the hot on. The minute the liquid struck the blue blob and began to form a puddle bubbles began to appear. She felt the water and once it reached an appropriate temperature she turned on the cold, slightly twisting the tap.

Roxy just looked down at the bath as it quickly filled with hot, steamy water, bubbles almost blocking her view of the liquid. But she soon got caught by her reflection and became mesmerised by her face, her bruise complexion bringing back painful memories, tears filled her eyes slowly. The sound of running water stopped; the bath now full.

Felicia turned to Roxy and saw the tears gathering in her eyes, she placed a comforting hand upon Roxy's shoulder. The younger girl span to face Felicia and jumped on her, bringing her arms around Felicia's shoulders and squeezing her tight and burying her face in her cleavage as she let the tears seep out.

Felicia's eyes widened, caught off guard by the sudden action, she reached round and returned the hug, lightly tracing circles on Roxy's upper back. The younger girl's shoulder shook as she sobbed.

"Shhh, everything's going to be fine now" Felicia said softly as she slowly lowered herself and Roxy to sit on the floor before they both fell into the bath "No one is going to hurt you anymore" she coed.

Roxy only continued to cry into the older woman, soaking her top and cleavage. Felicia continued to gently trace circles on her upper back with her index finger.

"They…they…" Roxy stammered as three years' worth of tears and pain was unleashed.

"I know, I know" Felicia said softly "Mark my words though Roxy no one will ever do that to you again, even if I have to die trying no one will ever hurt you like that again" she swore.

Roxy pulled back to look up at Felicia, her eyes beam red, she just looked at Felicia, a glow in her eyes.

'_She doesn't even know me…yet she's showing me more kindness than even my own father'_ Roxy mentally cried.

"Come on, no more tears" Felicia said softly as she wiped away Roxy's tears with her thumb as she cupped her face, she leaned in and delivered a small kiss on the younger girl's forehead, a small smile appeared on Roxy's face.

"There, that's better, now come on you get into the bath and I'll go get you some clothes to change into, once your done just slip on my bathrobe, I'll be in the living room with the clothes" Felicia instructed, Roxy merely nodded. Felicia exited the bathroom and shut the door and Roxy set about removing her clothes. Once done she placed them in a pile on top of the toilet seat. She turned to the bath before raising her leg over the side and stepping into it.

A pleasurable sigh escaped Roxy's lips as she felt the hot water wash over her tender skin, she fully stepped in and lowered herself to sit in the bath, the water level reaching up to just below her breasts. It felt so heavenly, she felt herself lie back and let the water rush over her, warming her to the very core.

…

Aboard the Tricarrier Fury stood at the helm of the base, looking over New York or more specifically glaring at it, his one eyed gaze searching for the Symbiote that had escaped his men and revealed herself to be more powerful than any other they had encountered up to this point.

"Director Fury" Dr Connors greeted from behind the dark skinned Director, Fury turned to face the one armed scientist.

"What is it now Connors? And how is your work with the Venom Symbiote going?" Fury questioned, the last he heard was Connors having the Venom Symbiote bond with a volunteer under the theory that it would enable him to create an agent strong enough to bring in Symbiote bonded convicts like Dragonsbane. Though he was originally firmly against the idea he was swung over once Connors reminded him of just how powerful Dragonsbane was, though they did take precautions.

"That is actually what I wanted to speak to you about" Connors replied, Fury's gaze moved from the scientist when the sound of something heavy landing on the metallic flooring of the base, he was met with the sight of the armoured and Venom clad soldier, standing tall, arms crossed over his chest.

"Director Fury I am glad to tell you my theory was correct, Flash Thompson has full control over the Symbiote" Dr Connors stated.

"And the kill switch?" Fury questioned.

"Fully operational, if Agent Venom loses control at the touch of a button a dozen nano sonic disrupters will activate and will destroy the Symbiote from the inside (1)" Connors explained.

"Good, now Agent Venom" Fury turns back to the Symbiote clad agent who salutes in response "Your first mission is to apprehend the Symbiote host known as Dragonsbane" he instructed.

"Sir Yes sir" Agent Venom answered, looking forward to testing his new Symbiote out.

…

Felicia sat upon the sofa of her apartment, beside her was a small pile of clothes beside her, a box of chocolates on her lap, she popped a strawberry cream into her mouth, letting out a small moan as she savoured the taste of the delightful treat.

'_Yep, now I'm certain this is the best part of been bonded to you Bloom' _Felicia mentally chuckled.

'**Why am I not surprised'** Bloom chuckled.

'_Very funny' _Felicia muttered.

'**I thought so too'** Bloom remarked.

'_Anyways, joking aside what do you think we should do about Roxy?'_ Felicia asked.

'**Well our options are limited; we can't give her back to her father, especially after what she told us about him, so I guess she'll be staying with us for a while which means you can't walk around naked anymore'** Bloom teased.

'_You're the one who makes me do that'_ Felicia growled_ 'You know it was already decided that she was going to stay here, but what about things like school?'_ she continued.

'**Not with how she is at the moment, she's emotionally unstable and vulnerable'** Bloom replied.

'_Well that will make things harder since now I can't talk to you out loud without seeming crazy and we can't let her see our scary side, she was terrified when we found her and there's no doubt in my mind the Dragonsbane played a large part in that'_ Felicia stated.

'**Yeah, you're probably right about that'** Bloom sighed.

'_I know I am, now what about what you said earlier about her wings?'_ Felicia asked, Bloom let out a tired sigh.

'**Fairies aren't just physically connected to their wings like you are your arm. They're emotionally attached, their wings are a part of them of who they are, like a physical connection to their soul, so if the connection is severed and the wings are removed it id traumatising to say the least. A fairy without her wings generally lose all sense of self-worth, no longer see themselves as a fairy, not human and not a fairy, too emotionally and mentally scarred to practise dark magic, they see themselves as nothing and some even prayer for death. Wings never grow back and thus it is an unspeakable crime to remove a fairy's wings, deserving of the death penalty'** Bloom explained.

'_Can't you do a spell or something to regrow them?'_ Felicia asked, tears gradually filling her eyes.

'**No, nothing has ever managed to regenerate the wings, no natural or magical method has ever been successful, once wings are removed they stay that way'** Bloom sighed. The sound of wet footsteps plodding down the hallway echoed around the room. Felicia glanced over her shoulder to see the sight of Roxy entering the living room, attired in the pink robe a few sizes too big for her, she looked like a child in her mother's clothes, water droplets glistening on her skin, she slowly approached Felicia, her eyes on the floor.

"There, now isn't that better" Felicia said as she rose off the couch and got a good look at the now clean runaway, a small smile upon Roxy's lips but she still refused to look at the older woman. She lightly nodded in response.

"I found you some clothes, they'll be a little big on you but they'll allow you your modesty" Felicia said softly as she indicated to a small pile of clothes on the sofa, Roxy followed her gaze and moved to pick up the clothes.

"Thank you" Roxy said softly.

"You don't have to thank me dear, now go and get dressed and when you come back we can discuss the sleeping arrangements" Felicia replied as she pointed towards the door that led to her bedroom, Roxy nodded and made her way to the bedroom.

Felicia let out a small sigh once she was out of the room.

"If we ever run into those wizards again" Felicia muttered as her hand became a fist.

'**It'll be a blood bath'** Bloom finished.

'_Glad we're in agreement'_ Felicia stated.

Felicia glanced towards the double glass doors that led to her apartment's balcony, the sky was beginning to darken and soon the sun would set.

'_Wanna go for a fly tonight?'_ Felicia asked, a desire threading through her being, a desire to take flight, to sore and be truly free.

'**After Roxy's asleep'** Bloom answered.

'_Of course'_ Felicia stated _'Well, we might as well get something done about dinner'_ she muttered.

'**You think she's still hungry?'** Bloom asked.

'_Bloom we both saw how thin she was, besides if she's not hungry we could just bang it in the fridge or microwave for tomorrow'_ Felicia answered.

'**You've got a point there'** Bloom admitted.

'_So what do you think she'll like?'_ Felicia asked as she headed over to the fridge, opening to reveal it to be mostly empty other than milk, butter, packaged ham and bread.

'**Well looks like all you can make is a sandwich or a bowl of cereal and I doubt either are very appealing to any teenage girl'** Bloom remarked.

'_Very funny Bloom, so you think we should order in?'_ Felicia asked.

'**That would probably be the best choice'** Bloom answered.

Felicia opened a draw and fished out a selection of menus, pizza, Chinese, Indian the lot; she headed back to the living area and placed the pamphlets down onto the coffee table. She retook her seat on the couch when she heard the sound of a door opening and closing, she glanced back over the couch to see Roxy re-enter the living area.

She looked her up and down, taking in Roxy's appearance in her new attire, a scarlet shirt that left her top right shoulder exposed that reached down to her thighs, a pair of short jeans that reached just past her kneecaps with the same jacket Felicia had provided her with earlier, they were a 'tad' too big for her but they still looked good on her.

Roxy looked down at the floor shyly, her cheeks tinged red.

"Aw you just look so cute, we'll get you some clothes of your own tomorrow but for now they'll do" Felicia said as she rose to her feet, Roxy flashed her a shy smile.

"Now before we discuss sleeping arrangements what do you want for dinner, I'm afraid I don't have a lot in at the moment so we'll be ordering in" Felicia explained as she reached down and plucked the pamphlets from the coffee table and handed them to Roxy.

The purple haired girl flicked through them nervously.

"I-I-I don't mind" Roxy stammered nervously, Felicia let out a tired sigh.

"I don't mind myself Roxy and since you're my guest the choice is yours" Felicia replied softly.

'_How can you be so kind to a stranger?'_ Roxy mentally asked as she looked Felicia up, she timidly reached out, her arm slightly shaking as she took a pizza menu and opened it. Felicia grew a small smile at seeing Roxy taking charge of her life, be it something small and pushed into, it was still progress.

"Now what would you like?" Felicia asked, her tone remaining kind and even almost motherly as she spoke to the child.

"A…a…ham pizza please" Roxy stammered, her cheeks burning red, incredibly nervous that she dared ask for anything.

"Okay" Felicia answered as she reached for her landline and dialled the number upon the leaflet, the dial tone wrung for a few seconds before a voice on the other side picked up.

"Uncle Pepe's Pizza Parlour" the male adolescent voice answered.

"Yes I'd like to place an order for delivery" Felicia answered.

"I'm sorry but we don't deliver" answered the voice.

"Okay will I be able to pick them up?" Felicia inquired.

"Yes miss" answered the voice.

"Okay then, I'd like to place an order for one large ham pizza and a large meat feast and a single portion of fries" Felicia requested.

"Yes ma'am, your order should be ready for pick up in half an hour" the voice answered.

"Thank you" Felicia answered before hanging up the phone and placing it back in its holster "Okay, if I'm to leave in time to get our food I'll have to leave soon so how about we discuss where you'll sleep and then I'll head off?" she offered, Roxy timidly nodded.

"Okay, well I only have the one bedroom as you probably will have noticed by now, you could either sleep with me in my bed or on the couch, I don't want you to feel intimidated but I want you to feel comfortable, if you choose my bed I give you my word that I would never try anything and if you choose the couch I won't hold it against you" Felicia said softly.

'_The bed or the couch but…slaves don't deserve the comfort of either…how can you be so kind?'_ Roxy wondered, recalling how she had been enforced to endure her days and nights for the past three years, sleeping on the stone flooring after her body was abused to the point where she had gone numb.

"I…I…I'm ok with the floor" Roxy stammered, Felicia's gaze hardened.

"No, you'll be spending the night either in my warm bed or the couch but not the floor, you're not an animal Roxy, you deserve the right to comfort and I won't stand by and watch you punish and torture yourself" Felicia stated, her voice carrying authority that was alien even to her.

"B…but…" Roxy stammered.

"NO BUTS!" Felicia yelled, Roxy flinched back, eyes widening at the sudden change, Felicia took a deep breath and calmed both her and Bloom's rage, Roxy nodded silently.

"I'm sorry for snapping Roxy but…I won't just stand by and watch you finish the job those bastards started in destroying you" Felicia said softly, Roxy averted her gaze, refusing to even look at Felicia, guilt flooding her systems along with the familiar sense of self-hatred.

'_She's shown me nothing but kindness, took me in and fed me, she's given me shelter, warmth, somewhere to sleep and I've thrown it back in her face…Ogron was right I really am a worthless, heartless bitch…I don't deserve her kindness never mind the comfort of her bed'_ Roxy mentally wept, silent tears filling her eyes, tears she refused to let her host see.

"Couch" Roxy whispered, Felicia let out a silent sigh.

'_Great now she hates me, she's been abused for only she knows how many years, her father beat her to the point she fled and then those bastards ambushed her, destroyed her soul and abused her in every possible way…then I snap at her, I took her in and showed her she could trust people and that not all people are monsters and then I do this…who knows how psychologically damaging that is for her'_ Felicia mentally cried, guilt flooding her systems as it did Roxy.

'**I'm sorry Felicia…if my nature didn't enhance your rage and aggression you wouldn't have responded like that, but I promise you we will prepare the damage done to her' **Bloom swore.

'_I know we will'_ Felicia answered.

Felicia turned and headed out of the apartment, locking the door once she left so that Roxy wouldn't do a runner, she had to repair the damage dealt to her and with how she was right now she wouldn't last a week in the cruel world that is reality. Once the door was shut she headed to the window at the end of the corridor, taking on her alter ego of Dragonsbane and took to the skies, flying in the direction of the restaurant.

…

Roxy fell to her knees, her fists slamming onto the green carpet, silent tears leaking from her eyes as she gritted her teeth with immense force.

Worthless

Heartless

Bitch

The words began to echo throughout her mind, her mental tone and voice adapting to the cruel and hateful voice that had belonged to Ogron before his long overdue demise

"He was right" Roxy gasped out, believing his words with all her broken soul, tears now streaming down her cheeks undeterred.

Whore

Slut

Nothing

Roxy's arms shout up and her hands attached themselves to her opposite arms, her nails attempting to dig into her tender flesh only to be blocked by the material of the coat Felicia had lent her. She removed her right hand from her left hand, it curled into a fist and struck her gut with all the strength she could produce, she gasped from pain, spit emerging from her mouth. Her hand removed from her gut before striking it again and again and again.

You deserve this

I deserve this

I am nothing

The voice of Ogron altering back into her own, her eyes glazing over as she continued to strike herself, to punish herself.

…

Agent Venom stood atop the rooftop of a building that reached several stories above ground level. His pearlescent eyes searching the surrounding environment for any indication of his target. He tapped a hidden key upon his wrist, a blue virtual screen appeared from his wrist, a red blimp indicating his location and a second a couple miles off of him. He grew a smirk as his eyes locked on the reading, two plane like wings erupted from his back, flames emerging from two tubes and launching him into the sky.

"Finally you have come out into the open" Agent Venom muttered as he flew in the direction of the co-ordinates of his moving targets that his assimilated equipment displayed.

…

Dragonsbane glided above the city a couple blocks off the restaurant she was heading to, guilt still pulsating throughout her body, images of Roxy's face appearing before her mind's eye, images of her trying to hide her tears after she had snapped at her.

'_She's only a child and has endured more than most people do in their entire lives'_ Felicia mentally wept.

Silent tears still slid on her face only now they emerged from the eyes of her Symbiote suit, unknown to either party but Bloom and Felicia had further bonded to each other as they depended on one another more, each one needing to the other for emotional support and strength. She lowered her altitude subconsciously, her gaze moving over the city, her guilt growing with every second until,

Pain, pain thundered throughout their being, their maw opened and released an unholy shriek of pain, the silky skin of their costumed form flailing, small tendrils erupting from their body as the black and scarlet flesh of Dragonsbane began to peel from Felicia and then, they fell.

She clung her sides with her clawed hands, her knees coming up to her gut as she buried her head into her knees, forming a ball, her wings surrounding her body. She crashed into a rooftop, web-like cracks forming around her. The sound of another figure landing several feet away from her unnerved her, she curled up tighter.

"Dragonsbane" a male voice greeted.

'_Bloom what do we do?' _Felicia asked as she felt her Symbiotic partner reattach herself to her after almost been forcefully removed.

'**That was a sonic blast, if it's possible we can take our attacker out we fight but our best option is to run'** Bloom answered.

Dragonsbane began to uncurl herself and rise to her feet, her eyes opened and her glare was received by the sight of a black Symbiote clad man, unlike her own appearance the Symbiotic outfit material wasn't spandex but rather metallic armour and at its centre was a very familiar white spider insignia.

Her attacker was large and muscular, taller than her, his right lower arm in the form of a cannon, a blue light shining within it, a weapon that Dragonsbane recognised as a Sonic Cannon that S.H.I.E.L.D. agents had confronted her with after her encounter with Venom.

"Who are you?" Dragonsbane asked, attempting to seem peaceful, after recognising the weapon he wielded as one that not could only defeat them and separate them but also would easily kill Bloom.

"Agent Venom, now surrender or I won't be able to guarantee the safety of your host" Agent Venom instructed, the light glowing brighter as it prepared to fire another assault.

"Venom?" Dragonsbane questioned as their minds processed this new information and the appearance of their assailant.

'_Unbelievable S.H.I.E.L.D. took Venom after we forced the Symbiote from Eddie and mechanised it before giving it to one of their flunkies'_ Felicia mentally snarled.

'**Indeed but unlike last time we won't be able to defeat him so easily, last time we faced Venom he was unarmed and weak to our very breath, but now the new host may share his weaknesses but they wield a weapon that could defeat us with ease'** Bloom stated.

"So you recall the Symbiote" Agent Venom stated, his arm beginning to scream as it came closer and closer to maximum power.

"We recall defeating him and separating him from Eddie only to have you capture him and torture him" Dragonsbane.

'_Interesting unlike the other Symbiotes this one seems to show compassion, perhaps it is because of the current or maybe a past host or she is an experienced actor' _Agent Venom mused.

"Well you won't find defeating me as easy as that monster" Agent Venom stated, deciding not to comment on the compassion Dragonsbane had showed.

"You call Venom a monster…and in fact we'd be the first to agree with you there, that combination was and is deadly but yet you went beyond him, you tortured the Symbiote and then forcefully bonded with it when it was desperate for survival and mechanised it. You can hear him now or perhaps her, maybe viewing what you call it as the stereotypically more vulnerable gender will aid you in feeling compassion for your partner, listen to her and tell me you can't hear her scream, bonded to humans in order to survive and constantly rejected or torn from the host before been tortured, see through her eyes and tell me who is the real monster here" Dragonsbane said as she began to encircle Agent Venom.

Flash couldn't help it, her words struck him and it was true. He could hear her screams when he recalled her memories of her life on this planet, the pain within her screams, her cries and actions, even the most horrid ones committed were filled with grief, Venom was what was born from the pain and grief caused by the first human to take her in rejecting her and forcefully removing her through the torturous sounds of a holy bell and all because she didn't understand their society. Symbiotes were conquerors and lived by the law of kill or be killed half the time, she acted the only way she knew how when dealing with human interactions and was punished for it and then she bonded with someone who had lost everything with Spiderman been the common factor and an easy target for blame and from that combined immense grief and the loneliness of been the only one of her kind on the planet came the monster that was Venom. Flash understood this and this knowledge with Dragonsbane's words, it broke his heart.

"You can can't you, you can hear her, understand her" Dragonsbane said softly.

"Yes, you are right but still, she won't stop me from completing my mission" Agent Venom snarled, spinning on his heel and directing the cannon back at Dragonsbane and firing the sky blue beam at her. Dragonsbane dived out of the way, the beam missing her by mere inches, the silky skin belonging to Bloom screamed in pain and even pealed from her.

"You're mission?" Dragonsbane spat.

"To bring your Symbiote in for further studying or if it is not possible then to eliminate it" Agent Venom stated, powering up another blast.

"You truly are heartless, you're the only one who could possibly understand our situation and yet you refuse to, you know how the Venom Symbiote feels, well mine is worse, mentally scarred and emotionally vulnerable, imagine how Venom feels,

"She was the first to come to this planet and was alone, she was alone with her people, deemed insane for wanting to have a permanent host and then she comes here and finds a host and forms a connection only to be betrayed and her next host causes her to be tortured by agents of groups like S.H.I.E.L.D. and wannabe heroes and now magnify that a hundred fold" Dragonsbane snarled, dodging another Sonic blast, using what she learned through Bloom, to see the Symbiotes as if they were human to make her argument stronger.

Agent Venom did not reply and continued to fire several beams from his Sonic Cannon. Dragonsbane charged forward as she ducked another beam, stopping and quickly bending her knees and extending her claws before swiping upwards across his chest before leaping back.

Dragonsbane looked upon the metallic chest plate of Agent Venom, all she had done was cause deep scratches into the armour, she watched as they closed up.

"Just as I thought, despite your words and seemingly compassion for other Symbiotes you are simply the same as the others, a monster with a high tendency to be aggressive" Agent Venom snarled as two blocks emerged from his shoulders and released a dozen small missiles each, Dragonsbane leapt above them at the last second and allowed them to blow a hole in the roof they stood upon.

"We are not a monster, when we're attacked we retaliate" Dragonsbane snarled, her smooth black and scarlet flesh hardening and taking on a scale like pattern.

"Thus why you must two must separate" Agent Venom stated before firing another sonic beam at Dragonsbane. Her anger grew as further as it had since encountering the agent, he knew the pain of his other and yet was willing to torture others, her anger raged, her claws lengthened, her arm shot up and blocked the beam, it struck her left forearm, just off her elbow. Lighting up her scales, her flesh rippled and a few tendrils emerged as the blast attempted to force their separation.

Pain. It coursed throughout their body and as the pain continued it grew worse and the worse it got the more angrier she became, her scales hardened further and the tendrils were assimilated back into her still rippling scaly flesh.

"YOU WILL NEVER SEPARATE US" Dragonsbane roared, her fists igniting as flames began to seep out between her fangs. She lowered her arm and the beam struck her breast. She began to approach him, the ripples appearing around the beam growing more erratic with each step. Their mutant instinct to protect her kind controlling her, manipulating her, images of Roxy appearing within their mind, images of her suffering, images of Venom suffering. Her anger grew and her flesh hardened until the rippling stopped, she soon reached Agent Venom and struck out her hand, blocking the beam, she began to close it into a fist, Agent Venom gasped in pain.

His posture faltered, her spare fist shot up and delivered a powerful right hook, he flew back, striking the building on the opposite side of the street. She approached the end of the building and leapt to the opposite building where Agent Venom was attempting to get back to his feet.

'_What the hell, before she was subdued by Sonics set at their lowest level and now she's immune?'_ Flash mentally screamed, little did he know but when Dragonsbane devoured Gantalos earlier she assimilated his ability of Sonic Blasts into her DNA stream, though not active the potential was still their within her and through her anger and Bloom's emotional linked dragonic powers whenever her rage grew she would become more like the creature her power derives from and less like her true self and thus her weaknesses changed as did her strengths.

Dragonsbane began to approach Agent Venom once again, her dragonic wings shooting out of her back once again only much larger, her head becoming more reptilian. Agent Venom raised his Sonic Cannon and manipulated his mechanic limb to overload, the minute Dragonsbane was before him his arm combusted and unleashed powerful Sonic blasts in all directions, dealing heavy damage to the surrounding area and blasting Dragonsbane away from him and out of sight, Agent Venom allowed unconsciousness to claim him, knowing S.H.I.E.L.D. was well aware of his current condition due to him having so much of their tech within him.

…

Dragonsbane was shot through several buildings until she was a mile from Agent Venom, her form that of Felicia Hardy once again. she was currently in a construction zone, thank fully empty, she rose from where she had landing, her bodily badly bruised, she had several cracked ribs, her forehead cut as was her breast and her arms, she began to limp away.

Once exiting the construction site she found herself just around the corner from the pizza place, she couldn't help smirk at the irony, she mentally thanked Bloom for ensuring she had suitable clothes before heading to the restaurant to collect her order.

'**Guess tonight's flight is cancelled' **Bloom muttered.

'_Indeed…with our enhanced healing, how long will it be until we've fully recovered?' _Felicia asked.

'**At our normal rate I'd say a week or two but if you ingest flames it will increase not only healing process but our strength and considering how much has happened lately we'll need it, I mean just look, a week of quiet and then boom the Wizards Of The Black Circle and this Agent Venom and all in the same day'** Bloom explained.

'_Yeah no kidding'_ Felicia remarked, deciding to devour some flames from her stove back home once Roxy was asleep.

…

Felicia entered the apartment to find Roxy sat upon the couch as far away from the door as she could be, her legs pressed against her chest as she hugged herself, the minute she entered she saw Roxy inhale the delicious scent of the pizza, she took them to her and placed them both on the table with the fries between them.

Roxy was hesitant at first but soon dug in, glancing at Felicia and at her newly acquired wounds but did her best not to stare, terrified she would be punished for her indiscretion, Felicia wanted to say something but what could she say that would explain her current condition without revealing herself and scaring her off.

A/N I hope you all enjoyed this chapter, though not the best thing to upload during this festive time, I would have written a more Christmassy chapter but I lack experience and confidence in such areas, maybe in future I will write Christmas Special chapters. Please review and any suggestions you have will be greatly appreciated.

(1) I know this probably isn't what the kill switch was but I don't know so I'm improvising here.


End file.
